Battle-Angel Fluttershy
by NioFox
Summary: "When all hope seems lost, an angel will shine the way..." - In an Equestria that is not quite right; one mare must take a stand against the darkness that has befallen this once peaceful land. But can she first defeat the darkness within? [Alternate Universe branching from the end of Season 2 - Rated 'M' for... well just about everything - Co-Author: FourLeftHooves]
1. Prologue

_**Prologue**_

_The following is a summary of the last coherent examination of subject one-five-nine. The second day of the third month, in the year of our Princesses thirty-one hundred and thirteen._

I remember it like it was yesterday.

It was warmer than usual that evening. Although, now that I think about it, that might have been the fresh logs on the fireplace. Or maybe it was the cheap booze I could barely afford at Rum Raisin's seedy little tavern. Either way, it was only going to get hotter.

I normally preferred to sit by the bar, but that evening a rather bashful stallion caught my eye. He was sitting at a table in the corner, clumsily trying to hide his ogling me from the time he walked in.

You know me doc. This was just an easy- what? Explain it for the... Why? So the whole of Equestria can know my business? Bah, whatever. It's not like I'll care in another half hour, right? Help my flank. Fine!

I like deflowering stallions. There I said it. You want more? Huh? Huh?! I _enjoy_ it. I can't get enough of them. Taking their first time... it makes me feel like a million bits. That fancy cider they make down in Ponyville? Hah! That's nothing compared to the feeling I get when they give it up to me!

You know... I bet you're still a virgin. Aren't you? C'mon doc, what say we take care of that right here. Nopony will -

[_Excerpt amended due to irrelevance_]

Tch. You're no fun at all, are you. Fine, fine - keep your horseshoes on. Where was I? Hey! Don't patronize me! I know this is being recorded, you _don't_ have to read it back to me!

(S_ubject is temporarily uncooperative_)

I saw an easy mark. Most stallions I find have these silly notions of keeping themselves 'pure' for their 'certain special somepony', or some other pile of horse apples like that. But this one clearly wasn't a virgin for lack of desire.

My guess was he couldn't put a sentence together in the company of a sexy mare like me. Not even if his mane was on fire and I had the last bucket of water in that whole Luna-forsaken town.

Easy mark. No need for sweet talk. No need for me to liquor him up. Literally all I had to do was sit my pretty little flank down at his table. If ponies could melt from shyness, he would have been all over the floor before I could say a word. But I did so anyway. I knew all I had to do is take him by the hoof and lead him to a room. But I was really enjoying how he squirmed. It was... cute.

It was a rather one-sided conversation. His only replies, as few as they were, consisted of a single word or some kind of gesture or grunt. Just made me want it all the more. Sure, having a stallion wrapped around your hoof like that has its benefits. I wouldn't be paying for my drinks that night for one thing. Might even have convinced him to pay off my whole tab. You know, if he'd actually been... Those eyes...

(S_ubject is shivering visibly_)

(A_nother dose is being administered)_

(_Coughing)_

Stop calling me subject.

(_More_ c_oughing)_

I'm not a Luna-damned number, I have a name damn-it! My name is- my name... Primrose. Yes, that's it. Doc, I don't know what's in that stuff, but by Celestia's sexy horn I hope you don't give it to ponies that actually have a chance. _Cough_.

I'm fine. No. Water won't do a dam thing for me. You want to offer me something, get me a hard drink, otherwise go clop yourself. _Cough_.

Those bastards are too good. I never once suspected a thing. Beats me why there was one in that backwater town of ours in the first place.

What fun I made out of talking to him wore off over the next... oh I don't know, few hours maybe? It was pretty dark outside, I remember that much. Looking back at it, maybe it was him that was getting me liquored up. I suppose he couldn't have known the sort of mare I was.

We stumbled up to one of the rooms on the second level. That bitch Rum was going to hassle me about it, unpaid tab and all, but I was mildly surprised when the colt just tossed a bag of bits on the counter. Shut her up real quick. Guess I was too smashed, or too content at seeing her expression, to realize that little slip of confidence he let show. Bah, it doesn't matter.

The room was small. They all were. Never intended for more than one pony. It was just supposed to be a place to stay the night for travelers and such. Those wooden walls must have let the whole dam tavern know what was going on. I probably wouldn't have cared even if I wasn't drunk off my flank. I was about to get that sweet rush I craved and nothing could stop me.

Now I tend to a bit kinky. So I hopped up- WHAT?

Yes this is important. It won't make SENSE if I didn't tell you this. What's wrong honey, you getting a hard-on? Stow it, I'm not interested anymore.

Fine! _Damn_ you're annoying. My last night and I can't even have a little fun. I bet your unicorn friend over there is having fun writing this.

Missionary! I like to be on my back so I can look into their eyes right as they give it to me. I'll let you figure out that bit of psychology yourself!

So anyway. He's going at it like a jackrabbit straight from the bowels of Celestia's sun, when all of a sudden, and I swear the bitch waited just for that very moment, his chest explodes. Sprayed me good alright. I must have looked like something right out of Everfree forest!

At first I thought he been premature, or something. I was about to yell at the bastard for pulling out, and for ruining my mane among other things, but then I realized he was frozen in the same position.

Well actually, I probably realized that clawed hoof of hers between us first. It was covered in the bastard's... ugh. What do you call it when it's green? Whatever. Point is, bits of him were all over the place. Mostly on me.

He was making... choking sounds. Like he'd swallowed a cow or something. Guess it was just the ichor caught in his throat. Ichor... what a strange word. Are you sure that's a real word? Sounds like somepony started with "ick" and lacked the imagination to add something more interesting.

I couldn't see very much from the lantern on the nightstand. I had set it up so I could see the colt's face, not the room behind him. But even in the deep shadow his body cast I could still see them.

They burned with an unnatural glow. A bluish-green (s_ubject is beginning to shiver again_). In those eyes I saw the greatest hate I have ever imagined. No, it was more than that. I don't know what a mare would have had to have gone through to have eyes like that. Even if they weren't glowing.

I think... if they had been focused on me, instead of at that... thing on top of me, my head might've exploded or something. No, I would have been banished to the moon, and THEN my head exploded.

(_Long pause. Subject seems unresponsive at first_)

I'm okay (_subject's shivering has worsened_). Yes, I can keep going.

Three.

Five.

None- no wait, one. You've got one pencil levitating. Sure you do, it's right there between your legs. See, I can still belt 'em out. Told you I'm fine.

Piss off.

Do you want me to continue or not?

(_Subject's shivering has not subsided_)

She pulled her hoof out of the thing in one, swift motion. It was all that had been stopping his body from falling into the space between us. At that point it no longer blocked the light and I got a little better look at the bitch.

Yellow. Her coat was yellow like... butter. You know, that 'Lite' shit they sell with reduced calories. A load of ponyfeathers if you ask me. Tastes like cardboard. At least her mane looked more like cotton candy. Well the color anyway. It was a light pink. Reminds me of the stuff for some reason. Oh yea. My dad used to take me to those fairs over in Canterlot. They sold cotton candy. I always did like the pink one.

Her mane was cut short. Or maybe it was just tucked under that cloak she wore, I don't know. Come to think of it... she may have been in the tavern all evening. Yes. I think there was a cloaked pony in the corner. Guess I was too caught up with my act to bother looking.

It was probably to hide what she wore underneath. If that foreleg of hers was any indication. She was holding it up to her face when I had looked. The moon glinted off something metal on that leg. I figure she was wearing some kind of claw weapon or something. Celestia knows what else she had under there.

A normal pony doesn't have claws... right?

Her tongue was sticking out, like she wanted to lick it. And she was quivering.

No, I am not lying. Her Luna-damned tongue was an inch away from that gleaming metal hoof and I swear she was going to lick the thing clean. Well... no, it turns out she didn't.

I think she finally noticed there was somepony else in the room. I think she gets excited when she kills them, because when she looked at me, that glow it... it was getting fainter. I remember that glow... that bluish-green glow. Those eyes, those eyes, those- Yes?! No, I'm fine! I'm- but those eyes, those eyes, eyes, eyes, glow green, green like the grass, green like the moss, green like an Everfree ghost. Those eyes. So. Very. Greeeeeeeeeeeeeeee-

_(Subject is no longer lucid)_

_ The seventeenth day of the fourth month, in the year of our Princesses thirty-one hundred and thirteen._

_ (All attempts to recover one fifty-nine's mind have failed - Project terminated)_


	2. 1: A Wolf in Friend's Clothing

**Chapter 1 - A Wolf in Friend's Clothing**

"Hello Fluttershy!" Twilight Sparkle beamed at the butter colored mare standing in her doorway, "I barely recognized you under there. Why are you wearing that anyway? It's summer. You do know it's summer, right?" she queried, beckoning the cloaked pegasus to enter the hollowed-out tree that was Ponyville's public library; also doubling as Twilight's home.

Fluttershy's expression was uncharacteristically grim. Her brows furrowed, eyes darting about the lavender unicorn as if searching for something. Twilight's smile quickly became uncomfortable and nervous. At last, she slowly walked in, fixing Twilight with an unwavering side-long stare as she passed. The door shut itself with a brief glow from the lavender unicorn's horn.

"It must be pretty warm under there," Twilight pointed out when Fluttershy did not make an attempt to remove even the hood of her cloak, "Would you like me to get that-"

"It's fine," the pegasus replied in a curt, yet quiet tone.

"Uh, okay... So... What brings you over on such a quiet day? Oh wait, don't tell me! Did the cockatrice come back? No wait, I bet that mean old hydra is causing trouble for your frogs."

Fluttershy shook her head very slowly, her eyes still transfixed on Twilight. Entirely through peripheral vision, she was able to notice that the library was particularly tidy that day. Or perhaps a better words was, 'undisturbed'.

"Well whatever it is, I'm sure that as a _good friend_ I'll be able to help you with whatever it is that's bothering you! How about we talk about it over tea?" There was a moment of pregnant silence as Fluttershy continued to stare at Twilight, not even blinking.

"Ooookay. I'll just... go... get that tea then..."

The pegasus nodded very slowly.

"Yeah..." The nervous unicorn said and trotted off to the kitchen, leaving Fluttershy to stare after her a moment longer before taking in more of the room.

The central reading area she stood in was the largest in the tree. Bookshelves lined the walls of the circular room, crammed to capacity with books of all kinds. The unpainted wooden bust of what might be a zebra sat on a table situated just off the center of the room. There was also a lectern near the stairs that lead up to the second floor. Finally, a ladder was propped against one of the walls; one, Fluttershy remembered, Twilight's assistant Spike using quite often.

It did not seem as though Spike was around. Normally, he would have been waiting on Twilight's (almost) every need - including something as mundane as tea. But his absence was not particularly strange. There was hardly a pony in the town that did not know of his crush on a certain white unicorn dressmaker. It would not have been a stretch of the imagination to guess that he was at her boutique at that very moment, helping with whatever she desired as he silently fawned over her.

Fluttershy walked up to one of the bookshelves and ran a hoof along the surface. A layer of dust came off quite easily, a few motes floating freely while the rest dropped to the floor and lower shelf; her eyes narrowed. She pulled a random tomb from the undisturbed selection and flipped through the pages, stopping abruptly when she noticed a tiny silvery insect quickly crawling away from her scrutinizing gaze. Her eyes became almost slits.

"I hope you don't mind it without sugar," Twilight's voice came suddenly, startling the pink-maned pegasus enough to make her drop the book, "Spike has been spending quite a bit more time over at the Carousel Boutique lately and probably forgot to get more," she added almost pointedly. Fluttershy turned slowly to glance side-long at Twilight, wondering how she missed hearing the rather bookish lavender mare get so close.

Twilight floated one of the levitating tea cups to Fluttershy, smiling happily. The pegasus reached out slowly, taking the cup and saucer from the purple field of magic.

"Are you feeling alright Fluttershy? You seem awfully quiet today. Even for you," Twilight asked, her expression changing to that of concerned curiosity. Fluttershy just nodded. "So... are you going to tell me what's up, or do I have to find a spell to read your mind?" Twilight joked good naturedly.

Fluttershy looked down at the book lying on the floor, then back up at Twilight. The unicorn blinked a few times, the silence quickly stretching into the realm of awkwardness. The pegasus moved over to the lectern, laying her cup on the table next to the bust, and began to poke at the few objects laying on it. An inkwell, a few quills, a blank scroll; all previously arranged very neatly now lay in a heap at the center of the slanted stand.

When Fluttershy spoke for the first time since arriving at the library, instead of replying to Twilight's question she asked one of her own.

"Where is she?" Her voice was low and menacing as she turned to face the lavender unicorn.

"Where is ... who?" Twilight asked, sounding more than a little concerned. She floated her own cup and saucer to rest beside the its sister. Fluttershy stomped on the floor and rounded on Twilight, a look of pure anger on her normally gentle face, opening her mouth to scream.

"Don't play smarty-mare with me!" she squeaked out most of it instead. One of the tea cups fell and shattered. The innocent, cheery-but-concerned look dropped from Twilight's face like a rock named Tom. The deepening scowl looked completely foreign on the princess' star pupil.

"How did you know?" she asked in a calm but icy tone.

"Are we alone?" Fluttershy asked in an equally frigid voice.

"Oh, don't worry," Twilight began silkily, slowly walking toward the table with its lone surviving teacup, "There's nopony around to hear your screams!" The familiar purple glow of Twilight's magic surrounded the pegasus' neck before she could react, choking her in a crushing telekinetic grip. The unicorn's horn was ablaze with an over-glow, giving her eyes a particularly sinister look.

"Don't worry, we'll make it look like an accident," Twilight said silkily, "Poor Fluttershy, died of an _allergic reaction_ to green tea," she ended with a cackle that was just as alien as her expression. The remaining unbroken teacup floated over to the winged mare's muzzle. Despite making small choking noises, Fluttershy managed to keep her mouth clamped shut.

"Now, now. There's no need to play hard-to-get; I'm an expert at such things! This poison is completely painless," Twilight cooed, "For me!"

A brilliant corona erupted from her horn as the lavender mare used her magic to lift the pegasus off the floor, tilting her head backward as she began to get annoyed by the winged mare's calm composure. Inadvertently, the dingy cloak that had covered Fluttershy fell away, revealing a sight that even the unicorn found shocking.

Instead of the well-groomed, flowing light-pink mane, the pegasus mare wore a short-cut, tangled and matted mess that was darkened with dirt, sweat and... other things. Her coat was riddled with signs of scars beneath the fur; at least, where it was visible.

Covering most of her body was a weighty metal-plated barding, vaguely resembling that of a royal guard. Very vaguely. For one thing there was no helmet. The chest plate was larger, providing much more protection with its extruded design and large, wide pauldrons. The neck guard protected both the front and back. One of the biggest improvements however, were the leg guards; pure steel provided maximum protection for the back thighs, knees and shins while reinforced synthetic leather allowed maneuverability for the front legs.

To top it all off, there was a small emblem in the center of the chest plate in the form of a small bird and small golden wings on the back-leg plates, hinting at an artistic streak in the smith who designed the thing. Curiously, said pony chose to leave the cutie mark area exposed - another stylistic consideration perhaps - revealing the three pink butterflies that made up the pegasus' cutie mark. And ... something else.

At first glance it looked like a very large scar just below the butterflies. On closer inspection it almost seemed like it was a pattern all on its own - as if a second cutie mark had tried but failed to find a home on Fluttershy's pale yellow flank. At the right angle, it resembled a very jagged unicorn's horn.

The lavender mare's magic fizzled, the shock distracting her momentarily. That was all the time Fluttershy needed. Before she could blink, the unicorn was crashing through the kitchen door, tearing it from its hinges and sending splinters flying. The pegasus straightened up from her post-bucking position, cursing under her breath.

"Too hard. Still need to-" Before she could finish her thought an assortment of kitchen utensils flew through the violated doorway at Fluttershy. With cat-like reflexes she managed to dodge most of them, a few bouncing harmlessly off her armored chest. The pegasus grimaced in pain as a knife buried itself into an exposed section of her upper left fore-leg.

"How did you know?" the unicorn shouted from the kitchen just as the assault ended.

Fluttershy grabbed the knife between her teeth and yanked it out, spitting it to the floor as she walked silently toward the doorway, effortlessly ducking the remains of the wooden door that was telekinetically hurled at her. She was just about to step through the arch when the pots and pans began a new assault, driving her to take cover just outside.

"This is taking too long," pink-maned mare muttered, cursing her luck. However, it was Fluttershy's turn to be surprised as the unicorn charged out of the kitchen with the stove in tow. It dragged heavily behind her, digging an ugly track in the wooden floor as she struggled to sustain her magic. But she did not need to move it much further.

Fluttershy stepped out of the way just as the stove thumped into the space that her unprotected hooves had previously occupied. She looked around, wide-eyed and unused to her opponents being capable of such prolonged feats of magic, only to find a barrage of books hammering her in the muzzle and effectively obscuring her vision.

Her back hit the wall as the pegasus lifted both fore-legs to fend off the literary assault. Just as she was going to scream in frustration, a quill punched tip first into the outer corner of her eye - barely missing the eyeball. Fluttershy let out a pained scream instead, dropping to the floor clutching her bleeding eye after plucking out the offending feather.

"Aw, I missed," came the unicorn's snide comment.

Fluttershy was about to lunge at the voice when the stove fell over onto her lower legs, pinning them. She grunted in fresh agony, a sharp corner digging into the exposed back of her knee. She reached up to push it away, but found her forelegs restrained by the mare sitting smugly on her chest.

"Was I not a convincing enough goody-two-hooves?" the unicorn asked mockingly.

Fluttershy stared at the lavender mare defiantly for a moment before deciding to buy some time to think. "The real Twilight would have cared more about her books," she began, glancing over to the lectern, "And she was very particular about being tidy."

"Tch. So I'm not O.C.D. enough for you? Is that it? Everything in its proper place, huh? Thanks. I think I'll start working on that right now. Time to take out the _trash_!"

A shadow fell across Fluttershy's face as she noticed the zebra bust that hovered over her. It came down heavily with a telekinetically assisted thrust. There was a loud crack as it struck home, the unicorn grinning at her handiwork as she lifted herself up and strolled over to the kitchen, intending to fetch a large black bag.

She only made it a few steps before the lavender mare froze at the sound of a loud thump. She arched her neck slowly, unable to believe what she saw.

Bleeding from her eye , forehead and leg, Fluttershy stood over two pieces of the wooden bust, breathing heavily; not out of fatigue the unicorn noticed in surprise, but anger. The pegasus' face was twisted in a look that spoke volumes of the rage she felt. Her damaged eye twitched uncontrollably.

Incredibly, Fluttershy had managed to shift herself at the last second, head-butting the bottom of the heavy carving instead of getting her face and muzzle smashed in; a difference the unicorn would have noticed, had she used her own hooves to do the job.

"Where is the real Twilight Sparkle, changeling?" Fluttershy asked, her voice dripping with venom.

"What _are_ you?!" the unicorn managed to get out before a blur of pale-yellow and pink bowled her over. The two mares rolled across the floor a few times before Fluttershy came to rest sitting on top of the unicorn, her fore-hooves stomping heavily yet rhythmically on the pinned mare's face and upper body.

"Where. _Is_. SHE?!" the pegasus growled.

The sickening crunches that came with each stomp started to produce flashes of green fire as the disguise began to fall away, bit by bit, from the changeling that had been masquerading as Celestia's faithful student.

When Fluttershy finally stopped - panting from fatigue this time - the broken features of the changeling's face and upper carapace barely resembled a sentient being.

"Pleasthe... no more," the changeling begged in a voice distorted by a broken muzzle full of green goo, "Sthee's... in the basthment. Sthpare me... pleasthe..."

Fluttershy rose, making a sound of disgust as she wiped her hooves off on the changeling's wings and made her way over to the basement door. Just as she reached it, the door flung itself open, slamming painfully into her muzzle, breaking her nose and causing a fresh gush of blood to hit the floor.

The pegasus fell over on to her back, pinching her bloodied nose with both hooves and glaring at the rising changeling.

"Poor, sthoopid, naive little Fluttershy," the fake Twilight reviled. Fluttershy watched with a deepening frown as the changeling's broken face began to piece itself back together, making nauseating sounds in the process. "This is why you ponies were defeated; you are weak. Too trusting. Always willing to give others the benefit of the doubt. When will you ever learn? Never turn your back on your opponent until she's dead!

"Come to think of it," she continued her monologue, slowly making her way up the stairs, "That is exactly what got your precious Twilight _killed_!"

Fluttershy's eyes bulged in disbelief, "No!" she whispered.

"Oh yes. So. Very. _Yes_!" the changeling taunted, just before the broken and lifeless body of a pony hit the floor beside the bleeding pegasus, multiple sickening crunches rivaling the changeling's regeneration noises for control of Fluttershy's gag reflex.

What used to be the vibrant lavender coat and pretty pink-streaked dark-blue mane of her friend, was now a faded and ruined shadow of its former glory. The colors were so dull they were almost monochromatic and patches were beginning to fall out in places. The ribs were showing through what was left of her coat, as if she had been starved in her final days, and the broken stump that used to be a horn was covered in dried and crusted blood that had begun to flake off.

"T-T-Twilight?" The pegasus' voice wavered badly.

Vacant, grey, clouded eyes stared back at Fluttershy, seeming to blame her for the gruesome fate that had befallen the student of magic. The pegasus was far too distraught to be startled when she heard that familiar voice.

"_Fluttershy, where were you? We needed you Fluttershy!_" It was not the body. The mouth, still hanging slightly open, had not moved in the slightest. "_There were too many Fluttershy, we couldn't do it without you. The elements of harmony don't work without all six of us!_"

"I thoroughly enjoyed draining her," came the changeling's much more 'tangible' voice, "She tried to resist right until the end. Waste of a perfectly good pod. But I took her back out near the end. When she was weak and broken. I mean... when I broke her - literally!" The chitinous, pony-shaped creature cackled sadistically.

A tear fell from Fluttershy's good eye as she continued to stare into the blank orbs of one of her best friends.

"_We didn't stand a chance, Fluttershy," the ghostly remnant of Twilight's voice continued, "Is that all the element of kindness is good for? Abandoning her friends in their time of need? What are you going to do about this Fluttershy? Are you just going to run away again?_" Fluttershy's face became contorted by a completely new level of anger, bordering on blinding rage.

"You're not Twilight," she started in a low but menacing voice.

"And that little secret is about to die with-" the changeling was cut off as the piercing scream that came next shattered one of the windows on the second floor.

"Get out of my HEAD!" Fluttershy screeched, hooves to her temples as she ignored her slowly oozing nose.

"W-well I suppose that _was_ a bit of a mind-fuck, wasn't it?" the changeling stuttered a bit, startled by the pegasus' sudden outburst. The imposter clearly could not hear the voice that haunted the pegasus.

"I'll have to remember to torture more of my victims with the bodies of their loved ones." It was also clear to Fluttershy that the thing occupying the library with her was pure. Evil. "But enough of-" the changeling was cut short again, this time she had to dodge a few small chunks of the floor when Fluttershy drove her hoof straight through its wooden surface.

The winged mare's head was held low as she stood shaking, blood and tears mixing into a pool beneath her. She withdrew her hoof slowly; a hoof that no longer looked like it belonged to her. The entire lower leg was darker, as if suffering from frostbite, and full of... holes. The changeling wasn't quite ready for this latest sight and stumbled backward, falling onto her flank but unable to look away.

"What kind of monster are y-"

The changeling never registered the moment when Fluttershy moved. Impossibly, the pegasus was standing behind Twilight's clone, the nightmarish hoof poised to strike; the whites of her eyes blazing a brilliant green.

"Never turn your back on your opponent-" Fluttershy whispered.

"Fuck y-"

The explosive force of the blow produced a shockwave that drowned out any other possibility of being heard. The once clean library became what looked like the product of a foal's unsupervised hoof-painting.

"... until she's dead."


	3. 2: When Angels Fall

**Chapter 2 - When Angels Fall**

_**Five Weeks Earlier**_

"Easy now," a gentle voice coaxed through the fog of pain and weariness as Fluttershy tried to sit up. "You're still in pretty bad shape. Although... that's probably my fault." It was a female voice - one that reminded Fluttershy of a purple mare that taught at the school in Ponyville. She found the name... fuzzy. Most of reality was when she tried to open her eyes.

"I'm not very good at this," the unseen mare went on, "Hospitals... scare me."

The light hurt. Fluttershy quickly squeezed them shut as the pain erupted behind her eyeballs. Everything hurt. The kind of hurt that accompanied a feverish sickness.

"Water," Fluttershy rasped. Her mouth and throat felt parched.

"What- oh right. Water. Yes of course you're thirsty," the voice began, dropping into murmur as she scolded herself, "Stupid, stupid, stupid!" Fluttershy heard a chair scrape the floor, the mare getting up she deduced, and hoof-steps moving into another room. The bed-ridden pegasus tried to open her eyes once more, slowly this time, gritting her teeth against the looming headache.

The room was dimly lit. The flicker of the lamp made the shadows dance against the stained-wood-finish walls of the small, drab room. The only visible furnishings were an old brass table next to the bed and a single chair made of a material that vaguely resembled bamboo. There was a steamer trunk at the foot of the bed that was partially covered with a blanket matching the darker color of the floor. A heavily used rug located on one side of the bed did not appear to match the dull décor, and neither did the faded painting that hung just above the frosted glass window.

The sound of a very squeaky old hoof-pump was heard for a few moments before the voice's owner returned. She was a tan-coated unicorn, sporting a teal mane and tail of loose curls with sandy blonde streaks. It seemed to Fluttershy that this mare was in the habit of simply shaking her mane each morning, rather than giving it the close attention she was used to.

"Here you go," she said, followed by an awkward moment as Fluttershy first pursed her lips, puckering at thin air, then tried to lift a hoof to take the hoof-carved mahogany cup that was floating just beyond the reach of her muzzle. Droplets of water hit the covers as Fluttershy took it, her leg shaking badly.

"Help," the pegasus rasped.

"Oh, sorry, I didn't realize you were so... um, so weakened... from sickness-" the unicorn sighed, "Here just let me..." Her magic took the glass back and floated it closer to Fluttershy's muzzle.

"W-wait," Fluttershy started, but broke into a coughing fit.

"I don't have any medicine. I searched the whole house. Twice. Although I wouldn't know which one to use even if I had found something," the unicorn admitted as the pegasus slowly regained control of her lungs.

"It's... fine," Fluttershy got out as the cup floated closer again. "Lift," she rasped. The cup floated up higher. "Head," the pegasus clarified. Merely trying to talk was clearly taking a toll on her.

Understanding danced across the unicorn's face as she sat on the bed and scooted up close to prop up Fluttershy's head with her leg, all the while scolding herself for being so thoughtless.

The pegasus got her first drink. Despite taking small sips, however, she had to stop many times to allow more coughing fits to pass. Fluttershy began to wonder just how long it had been since she drank anything. Or, for that matter, just where she was exactly.

There were many questions that needed to be asked, but sleep was quickly winning the battle for Fluttershy's consciousness and there was still something much more important to communicate.

"F-flower," the pegasus stuttered in a whisper, her eyelids drooping heavily.

"Oh no, my name is Cashmere, not Flowers," the unicorn mare giggled.

Fluttershy's hoof groped at Cashmere's leg, the closest thing she could reach, "Get," she whispered urgently, "Yarrow... flowers..."

She trailed off as the world disappeared from her awareness.

* * *

Fluttershy awoke to a pleasant, sweet-smelling aroma.

Opening her eyes slowly, she was surprised to find her bed full of various kinds of flowers. After a cursory glance, it turned out the entire room was littered with them.

Cashmere backed into the room, clumsily stepping on a few daffodils as she floated in another mixed batch. The unicorn let them drop to the floor behind her and sat down heavily, wiping her forehead and sighing. Her cutie mark looked like a scarf.

"Well if it isn't here, it isn't anywhere," she concluded tiredly to herself before looking over her shoulder at the bed. "Good morning mysterious guest," she said, her voice kicking up a note or two, "How are you feeling?"

Fluttershy coughed and lifted her head to get a better look around. It was then that she noticed just how much vegetation Cashmere had collected. They were pouring out of every shelf, buried the nightstand and seemed to spill out from under the bed.

"Oh my," the pegasus mumbled. She still sounded a little hoarse.

"Aheh, yeah ... I don't know what Yarrow looks like, soooooo I kinda' just got them all," Cashmere explained, rubbing the back of her neck. "Well, except for the poisoned joke. I know what that looks like!" A brief expression of fear passed over the unicorn's face before she returned to smiling again. "Here, let me get you more water," she offered, getting up and plodding into the other room, kicking a few flowers out of the way.

Fluttershy busied herself searching for a Yarrow flower among the piles. A task made difficult by the pain in her eyes when she tried to look too far in any direction that wasn't straight ahead, as well as the pain in her neck when she tried to move it too much.

As irony would have it, the thing was lying in her lap the entire time, buried under a few weed-borne flowers. She unceremoniously brushed the unwanted plants away and cupped the ruby-red petals in her hooves just as Cashmere returned. The unicorn mare cleared the spot next to Fluttershy's head and sat on the bed, propping it up and floating a clay bowl to her lips.

"This seemed a bit easier to work with," Cashmere explained. The pegasus drank deeply this time, only interrupted when she squeaked in surprise as the unicorn began to stroke her mane.

"I'm sorry, I just thought... well I mean..." Cashmere blushed heavily, "I've seen other ponies do this to comfort one another before." Fluttershy found that strange. She wonder if the mare was an orphan. Perhaps her parents were just... different. Or mean. How sad.

"'S'okay," Fluttershy whispered, her voice sounding less like sandpaper but still deeper than normal. "I was just... surprised," she added. The unicorn just nodded and tentatively resumed her grooming.

"Where... am I?" the pegasus asked when she had drained the bowl, breathing heavily.

Cashmere continued stroking the pink mane casually as she answer, "This little village is called Withersvale. There are only a hoof-full of cottages here. The general store sells everything we need. Anything else... well, we just make do with what we have.

"Not many ponies want to come here, being so close to Everfree Forest and all. I've heard stories of ponies going in and never coming back. Old mare's tales if you ask me. Nothing ever happened to me."

Fluttershy looked up at the unicorn with wide eyes. She was assailed by strange fragments of memories, but nothing solid enough to recall how she had gotten there. All she could remember clearly was running. Constant, flat-out galloping.

"Where do you think I got all these flowers from?" Cashmere smiled back.

"Oh!" Fluttershy exclaimed, suddenly remembering the object between her hooves. She lifted it into the bowl and let her legs flop back onto the bed, suddenly exhausted again. "Make... tea," she whispered tiredly. Her breathing slowed to a steady rhythm as she fell asleep again.

* * *

_"Fluttershy..."_

"Who... who's there?"

_ "Fluttershy..."_

"Who said that? Please don't hurt me."

_ "My sweet, beautiful, loving Fluttershy."_

"M-m-me?"

_ "Yeeeeeeesssssss..."_

"W-what do you want with me?"

_ "I want to help you, Fluttershy."_

"Help me? I need... help? What do I need help with?"

_ "..."_

"Are you still there?"

_ "They're going to get you, Fluttershy."_

"Wha- Nooooo! Who's going to get me?"

_ "They're everywhere, everywheeeeeeeere."_

"Who is everywhere? Who are they? P-please don't let them get me!"

_ "I can help you, Fluttershy."_

"You... you can? How?"

_ "Do you want my help, Fluttershy?"_

"I..."

_ "There isn't much time, Fluttershy. They are coming for youuuuuuuuuuuuu ..."_

"Eep! Please no, don't let them get me!"

_ "Let me help you, Fluttershy!"_

"B-b-but, I don't know how!"

_ "It is so simple, Fluttershy. Do you want me to tell you, Fluttershy?"_

"Please tell me!"

_ "Let me in ..."_

"Wh- ... what?"

_ "Let. Me. In!"_

"Y-y-you're scaring me!"

_ "Letmein, letmein, letmein-"_

"Please... stop..."

_ "LET ME IN!"_

* * *

Fluttershy woke up screaming hoarsely. She was drenched in sweat, curled up beneath the covers and shaking. It was dark. So dark that she could not even see her own hoof in front of her face. As a filly the dark had been one of her worst fears. On that particular night, Fluttershy felt like a filly again. Except this time the fear was much, much worse.

The pegasus squeaked, trying to curl up into an even smaller ball when the intense silence was broken by an unfamiliar voice, "Mysterious guest?"

After a few more seconds, and some very worrying noises, the darkness receded a little. The flickering flame of a lantern made ominous shadows dance across the room, but it did a world of good for calming Fluttershy's nerves.

"You're shaking. Are you cold? Do you need another blanket?"

The pegasus was still too anxious to respond.

"Here, you can have mine," the unicorn mare said plainly, draping a heavy blanket over the bed and its occupant. "I would sing a lullaby if I knew one. Or if could sing for that matter," she giggled and began rubbing the lump in the covers that was Fluttershy. "There, there. I'm sure you'll get back to sleep soon."

The adrenaline began to wear off and Fluttershy's shaking slowly subsided.

"B-bad dream," she rasped, her throat raw from screaming.

"Hang on... is that what that squeaking was?" Cashmere laughed. "And here I was worried that a rat was lurking about."

Fluttershy tried to make herself smaller, but only succeeded in rustling around under the sheets a bit.

"Omigosh I'm so sorry- I didn't mean it like that, really! It's just... well to be honest these noises you make are quite... cute."

Fluttershy did not respond. She did not know how.

"Hey, I made that tea from the flower like you said. Do you want some? Maybe it will help calm you down too.

"Yes! Um... I mean, yes please?" Fluttershy said urgently. Anything to change the subject. The unicorn was very silent as she moved about. Before Fluttershy knew it, a greenish glow was nudging against her cheek.

"C'mon you big baby. Here comes the choo-choo train!"

Fluttershy threw back the covers to glare at the unicorn. At least, that is what she intended to do. Unfortunately, she was still very weak and instead of flinging the covers down to her waist, they just slid down a bit; just enough to revealed just her face.

Cashmere broke into a fit of laughter. Fluttershy's frown grew just a little deeper and she turned her head away with a 'hmph'.

"Oh dear Celestia," the unicorn began, wiping a tear from her eye, "Do you have any idea how cute you are when you're angry?"

The pegasus ignored the question, instead reaching up to take the bowl of tea and drink. It was difficult, but she still managed it. The tea was cold.

"I bet you get chased by all the mares in your village," Cashmere mused.

Fluttershy spewed cold tea across the room.

"No? Oh I'm sorry, how silly of me. Surely you must have a very special mare waiting for you back at... wherever you're from. A pretty little thing like yourself couldn't possibly be single!"

"I-I-I um, t-that is to s-say," Fluttershy stuttered badly, her cheeks burning, though not just from the fever.

"Well now I'm confused."

"I don't... look at other mares... like that," Fluttershy got out finally.

"Oh..." If the unicorn was trying to hide her disappointment, she had failed badly. "A special stallion then?" she recovered quickly.

"Oh my," Fluttershy mumbled nervously. She chose to sip more of the tea; it was cold _and_ bitter.

"You're kidding! What kind of village did you come from that such a beautiful mare goes unnoticed?" Cashmere asked incredulously. Fluttershy put down the empty bowl and lay back again, avoiding the unicorn's gaze. She mumbled something, too quiet for anypony to hear.

"Oh dear... I've gone and pried too much, haven't I?" Fluttershy pulled one of the pillows into a hug, but remained silent. "I guess that's all for now then," Cashmere said quietly as she picked up the empty bowl with her magic.

After a brief trip to the other room, the unicorn returned and, seeing the pegasus still curled up, decided to douse the lantern. Fluttershy whimpered.

"The boogeymare still scaring you, huh?" Cashmere asked rhetorically, sighing heavily, "I'm sorry mysterious guest, but as much as I would like to leave it on all night for you, that is the last of my oil."

There was a bit of scraping about as the unicorn tried to get comfortable on the floor again. Fluttershy began to whimper. She eeped when Cashmere giggled a bit.

"You know... there is one thing that might help," the unicorn began, "Especially since I gave you my last blanket." Fluttershy heard more soft scratching and suddenly the bed sunk under new weight. The pegasus drew a sharp breath and held it, eyes wide.

When she felt something warm brush against her back she jerked away in surprise. The soft giggling came from right next to her. Just as Fluttershy relaxed a bit, she felt a pair of legs wrap around her, just beneath her shoulders. Her expression resembled that of a small filly being told just how she would be disciplined for doing something bad.

"M-m-m-miss C-c-cash-" she began to stutter.

"Oh hush you silly thing," the unicorn whispered into her ear, "I'm not the type of mare to take advantage." Fluttershy continued to whimper. Cashmere sighed in defeat, withdrawing her legs and rubbing the pegasus' back gently. "Look, just... think of me as... a good friend, or something. Just let aunty Cashmere protect you tonight, okay?"

Fluttershy nodded, relaxing finally.

"Goodnight hun. Sweet dreams," Cashmere whispered in as motherly a tone as she could muster.

* * *

There was so much blood. It was everywhere. Bits of animal fur and feathers of various colors clung to the blood in places. The way the gore decorated the walls and floor, even the ceiling, made it difficult to determine where it had all come from. And then there was the smell.

Fluttershy heaved what little she had in her stomach, immediately regretting it as the blinding pain it caused made her aware of the large gash in her abdomen. The smell ascended to a new level of putrid.

As the pegasus looked at the wound she noticed the shiny black body lying beside her. It was bleeding profusely from its head but... something was wrong. Ever the mare to be concerned about other ponies before herself, she leaned over to get a closer look; then recoiled as she realized what she was seeing.

The body of a changeling lay in a slowly growing pool of its own ichor, the stump of its horn oozing out the stuff in copious amounts. The pegasus covered her mouth, her stomach threatening to dry heave, as she scrambled backward away from the offending pile of chitin, ichor and bone.

The pain was becoming unbearable and it felt like she would pass out. But just as her vision began to close in she caught sight of a very familiar white cotton tail. Fluttershy gasped and her world froze.

"Please no," she whispered, a tear broaching her distraught face. A trembling hoof reached out to take the tail gently, pulling it toward her from beneath her bloodstained bed. Wet sounds made her pause to change tactics. Reaching as far as she could, she scooped whatever was connected to the tail up with her legs and pulled it out into the moonlight that spilled through her window.

Tears were streaming down Fluttershy's face by the time she got a good look at the broken pile of biology that was once known as Angel Bunny. The little white paw had somehow managed to remain intact and still clutched a carrot as if it were a sword.

* * *

Fluttershy woke with a start as a loud clanging sounded from the other room.

_ They're coming for youuuuu!_

The pegasus hit the floor with a loud, wooden thud. The bed sheet followed her down, covering her completely as she curled up nursing a weak, and now bruised, knee.

"Hello? Are you awake in there?" a very masculine voice called.

Fluttershy froze. From beneath the covers she peeped out at the doorway to the other room. A stallion's head poked through, glancing first at the bed; then around the room and finally at the pile of bedding on the floor. He gasped and galloped over the short distance, yanking the cotton fabric away from the pegasus. A pair of quivering cyan eyes shined through Fluttershy's pink mane and crossed fore-legs; she was shaking again.

The sunlight filtering in through the bed-side window hit the earth pony's dark orange coat at just the right angle to make it seem ablaze. The sandy mane did little to help the picture of a raging fire that loomed over the cowering pegasus.

"My goodness, are you hurt?" his deep voice intoned, "It sounded like you hit the ground awfully hard- here, let me help," he offered. Fluttershy squeaked in fright as the stallion knelt quickly, easily scooping her up with a pair of strong forelegs and laying her gently back onto the bed.

The buck went back down to pick up the bedding with his teeth and Fluttershy got a good look at his flank. She wasn't sure if he had been sitting on a course rug for a prolonged period of time, or if the textured pattern was actually his cutie mark. When he reared up to drop them on the bed, after giving the sheets a good shake, she also noticed that the rippling muscles did not stop at his legs. His powerful chest was webbed with thick veins, suggesting either a strict work-out regimen, or an extremely demanding daily routine.

As he brought his head down to lay the sheets over the pegasus, the earth stallion's eyes met hers - a mere few feet separating them. He blushed and pulled back quickly, abandoning the sheets as they were and rubbing the back of his neck while stealing furtive glances at Fluttershy.

"Ahhhh, hi. Ummm. I'm uh... " the stallion began, quickly becoming lost for words.

"A-are y-you a b-b-b-bandit?" Fluttershy stammered badly. The earth pony's eyes widened.

"Goodness no! I- wait, did... didn't Cashy tell you?" Fluttershy shook her head slightly. "Doh! Well that explains why you're so surprised. Aheh." The stallion coughed. "My name is Jute - I'm Cashmere's brother," he dipped his head slightly as he introduced himself. "I uh... she... well what I mean to say is..."

The stallion's awkward bashfulness began to ease Fluttershy into a calmer state of mind. 'Bandits are not this polite, are they?' she wondered to herself. Having only heard stories about such miscreants, the timid pegasus had very little to go on and ended up surprising herself by asking such a strange question. There were no bandits in Equestria. At least not pony bandits. 'Right?'

The stallion cleared his throat. It seemed to help collect his thoughts as he began speaking again, much more coherently this time, "Cashy had to return to work. She stayed home for the past few days to take care of you and old buck Watermark didn't take too well to that.

"She asked me to keep an eye on you during the day, but she'll be back this evening."

"... Oh. Okay," Fluttershy replied hesitantly. The two ponies avoided each other's eyes for a few more awkward moments before the pegasus remembered something. "Um... how long have I... been here?"

"I found you on the edge of town last week- that's about... let's see... five days? And the night of course."

Fluttershy reeled. Five and a half days. She had been away from Ponyville - away from her friends and everything she knew and was familiar with - for almost a full week. The pegasus felt faint, sinking into the bed as she lay her head down.

"W-wait... you said... _you_ found me?" Fluttershy asked quizzically.

"I- uh... What I meant to say was, _we_ found you. Cashmere and I. Together." Jute coughed again. The pegasus regarded him with growing suspicion. "I'm sorry, I..." he sighed heavily, sitting down on the floor. "I'm a horrible pony, I know but..." The silence stretch out. Fluttershy waited patiently. "I told her to leave you there. I'm so ashamed. I really thought you were some kind of creature from out of that cursed forest. Nopony's ever gone in there more than a few hours and come back. Well... except for Cashy. Nothing seems to bother her in there. Still... I'm her brother, y'know? I can't help worrying about her. And here you come out of that place, a strange mare that nopony has seen before...

"But none of that excuses my behavior and I apologize," he said in such a soft voice that it seemed like it did not belong to the same stallion. "If not for Cashmere's stubborn nature, we'd have left you out there all alone... It's eating me up inside, knowing that you could be dead right now because of me."

A burning smell assaulted the ponies' noses. Jute jerked as if suddenly waken from nodding off and galloped back into the other room muttering curses.

"Aw damn-it!"

Fluttershy began to feel a bit nervous again. She wondered just what the strapping not-a-bandit could be up to. She found it unnerving just how much he resembled one of her closest friend's brother. Suddenly she was thinking about her friends; about Ponyville. About... Angel.

The dream had been so vivid. But it was just a dream... right? Ponyville was a wonderful place, full of very nice ponies. Maybe a little odd here and there, but still nice. Fluttershy could not even begin to imagine what could be giving her such horrible nightmares. Sure, her friends did drag her off on scary, dangerous, quite possibly insane adventures sometimes. But nothing bad had really happened. Miraculously. And yet... It had to be a dream. Just a dream. It just had to!

"I'm sorry miss," Jute began as he backed into the room, attempting to wave away the cloud of smoke in hot pursuit, "I was trying to make you a fancy breakfast, but..." His sentence died quietly when he turned and noticed that Fluttershy was crying.

"Aw c'mon, don't cry miss," Jute begged, walking over to the bed and kneeling beside it, "I'll just start over and that breakfast will be ready for you lickedy-split!" Fluttershy shook her head. "Okay, okay you caught me. I'm a terrible cook. How about I go over to the store and pick up something for you instead? They have some pretty good-" Fluttershy shook her head more vigorously this time. The tears were rolling down her face faster than she could wipe them away.

"Oh, um... are you hurting somewhere?" Shake, "Are you thirsty?" Shake, "I know! You want some fresh air, I'll bet." Shake. "Well I'm plumb out of guesses then. Shhh. There, there. C'mon now, tell me what the problem is and I'll get it fixed right away!"

Fluttershy's crying had slowed to heavy sobbing but she still did not say anything. What could be said? This random stallion out in the middle of nowhere had no idea what she was going through. For that matter, not even the pegasus herself knew. Just what was it that happened back at her cottage in Ponyville?

"I uh... I guess you just want to be alone," he stated in defeat. Fluttershy nodded. "Alright then, I'm gonna run over to the store and get that breakfast anyway. Nothing better than a good meal to make you well again."

Jute's chiseled form disappeared through the bedroom doorway, shortly followed by the sound of a door closing. Between the physical exhaustion and emotional drain, Fluttershy cried herself to sleep.

* * *

The pegasus yawned and opened her eyes. Only Luna's moon lit the room she found herself in - a room she felt was very familiar. Fluttershy rolled out of bed and switched on the light. She was in her cottage. The next breath caught in her throat as she scrambled to find her pet bunny. Only after she had overturned much of the furniture did she remember; he always slept in his own little custom-made basket at the foot of her bed. She peered at her beloved Angel Bunny, sound asleep under his tiny blanket, and breathed a sigh of relief.

"Thank Celestia," she whispered to herself, "It was all just a dream."

The pegasus mare eeped and dove into her own bed, startled by a giggling sound coming from just outside. It quickly turned into a laugh followed by mock protest.

"Stop, stop!" a vaguely familiar voice squeezed out between fits of laughter. Somehow Fluttershy managed to scrounge together enough courage to take a look through the window. 'Surprising' failed to adequately describe the sight that greeted her.

The alicorn Princess Luna was ambling slowly up the path to her door. A shorter pegasus stallion hovered along beside her, his muzzle pressed up against her ear in what could either have been an attempt to tell her a secret, or an earnest and quite provocative nibbling of her ear. From the way the Princess was flicking the other ear and grinning, Fluttershy was fairly certain it was the latter.

The pegasus began to panic, trying to figure out what could possibly warrant a visit from the Princess; and at such a late hour! Her last encounter with Luna had been ... less than cordial. Remembering it did nothing to assuage the wave of irrational fear that had swept over Fluttershy. She decided to employ her favorite tactic; ignore them until they went away.

As the pair drew closer, Fluttershy huddled out of sight beside her front door. From her position, if anypony looked through the window or opened the door, she would be completely hidden from view.

Previously muted conversation became clearer when the pair outside stopped on the doorstep.

"Star Feather we had a deal, now behave thyself or we shall cut this trip short," Luna said as she tried to stifle the giggles.

"Mmm, but I'm not doing anything naughty... yet," came a silky reply.

"Don't make me 'discipline' you when we return!" the Princess of the night warned playfully.

The stallion's voice dropped to a low, sultry tone, "And here I thought you were trying to dissuade me." Fluttershy's cheeks reddened and she squeaked involuntarily.

"Shhh, I think she is aware of us already," Luna said, her tone sobering up quickly. "Hello? Fluttershy?" she called softly, remembering how frightened the pegasus had been the first time they met. "We could have sworn we arrived early," she muttered under her breath.

Luna drew a sharp breath, then let it out in a very satisfied exhale, "It was your idea to come along, Star. Why does it seem as though being here is the last thing you have on your mind?"

Fluttershy risked a quick glance and immediately wished she hadn't. The charcoal-grey stallion's hooves were busy massaging Luna's lower back, slowly drawing closer to... inappropriate places.

"I do believe the scenery is at a disadvantage my dear," Star Feather began, "It all pales in comparison to your natural beauty." The pink-maned pegasus returned to shuddering out of sight, unable to fathom just what was happening. Or why.

"Well, you certainly are pouring it on thick tonight, are you not? Just bear with us a while longer, will you?"

"I promise nothing!" Star Feather replied playfully.

"Fluttershy, our dearest subject, thy Princess of the night beckons. Doth thou not hearest us?" The ensuing silence stretched on, interrupted sparsely by involuntary (and poorly concealed) sounds of pleasure.

"Perhaps we need to use the Royal Canterlot _EEP_! Star Feather! Have I not instructed you to refrain from doing that in public?!" Luna whispered harshly.

"But we are not in public, are we?" The stallion's voice sounded farther away.

"Get back here you-"

"Mmm, does her highness wish more? She does seem rather eager tonight!"

Fluttershy's face felt like it would melt with the heat it radiated.

"That is it, Star Feather! We promise you, when we return it is thou who shall be eager for more!" the Princess bellowed inadvertently.

The pegasus mare nearly fainted. She heard the Princess' regally-adorned hooves begin to canter away, but stopping after only a few steps.

"We sense that this dream shall be hard on thee, my little pony, but thou art stronger than thou knowest," Luna said quietly, just loud enough that the cowering pegasus was able to make out most of it. With a beat of wings, possibly the most embarrassing scene of Fluttershy's life came to an end. Her mind, however, had picked up only one thing.

"Dream? What could she have meant by that?" the pegasus mare asked herself. But before she could get very far into that thought the lights in the room went out.

_They're coming for you!_

Fluttershy cried out in terror and dove for her bed, only to realize she was already in it. After flailing for a moment, she drew the covers up over her head and squeezed her eyes shut. There was a flash of light just bright enough to get through her eye-lids and she squeaked. Following the flash were voices; distorted at first, as if her ears were covered.

Her ears were covered... by her pillow. She lifted one side just enough to listen.

"My patience grows thin, Seven. Dispose of her now or I shall do it for you," a rather deep female voice stated from the shadows.

"B-but this one... she is no threat. Look at her," a diametrically opposed, effeminate male voice pleaded, "Even now she cowers. This is a waste of perfectly good love. I'm sure the Queen would understand!"

While the male was speaking Fluttershy peeked out from under the pillow. In the moonlight filtering through her window she was able to make out what looked like a doe sitting a few feet away from the door, backing her. The animal-loving pegasus recognized her. Bubbles. She had come to Fluttershy's cottage weeks ago, her spotted coat shredded and bleeding along the right flank. It had looked like a Timber Wolf attack.

If there was one thing the pegasus excelled at, more than anything else, it was taking care of animals. When Bubbles showed up near her cottage, fainted and dying, Fluttershy wasted no time taking her in and making it all better. At the time, the shy mare had thought it was due to fear, or perhaps a newfound attachment to her would-be savior that made the doe stick around. She also passed off Bubbles' abnormal behavior patterns as some kind of post-traumatic effect; reluctance to eat, sleeping very seldom, hardly ever leaving the cottage and (strangest of all) following her around town.

Fluttershy realized that the male voice was coming from Bubbles, causing a new feeling to begin descending on her already fragile emotional state.

"She will perish in time anyway, let me-"

"I find that disguise irritating - revert. Now." The female's command carried a certain power with it, an air of authority backed by the strength to defend whatever title its owner carried. There was another flash of light, this one distinctly green and far less bright. As Fluttershy stared wide-eyed at the changeling sitting in Bubbles' place, she realized just what it was she felt.

"Let me deal with her," the male's voice was an octave lower, but still noticeably soft, "I assure-"

"The Queen's desires are quite clear, Seven. They are to be disposed of immediately. All of them. No exceptions."

It was like a torrent of it just fell over her all at once; Betrayal. So thick she felt drowned like she was drowning, and yet unable to deal with it. It was the first time she had ever known such an intense negative emotion beside fear.

"Buh... Bubbles?" Fluttershy whispered. She could not remember getting out of the bed, but there she was, standing behind the changeling, reaching out with a trembling hoof as her mind fought to stay conscious despite the shock that threatened to make her faint.

The changeling twitched visibly before hanging his head.

"I have no time for this," the deep female voice said curtly before stepping into the moonlight, shrugging not-Bubbles aside.

At first, Fluttershy was not quite sure what she was seeing. As the light revealed more of the entity, it quickly dawned on her how much taller it was. It reminded her of something she saw on the day of the Canterlot wedding. A... fuzzy, hard-to-remember day...

It had a mane of silver inter-woven locks that streamed down below its breast, each one ending in a small, silken tassel, adorned by a tiny bell. Silver satin stockings reached up above the knee on each leg, complete with diamond studded frills made to look like roses. A thick gold hoop encircled its upper-left back-leg, similarly decorated. Large, iridescent, insect-like wings sprouted from somewhere beneath a silvery carapace that covered most of its back. The light glinted off of the rest of its shiny black body, just as unnaturally sparkly as the wings. Finally, around the base of its long, thin, jagged horn, it wore a gold hornlet. Connected to that were thin silver chains that snaked around its eyes and muzzle, ending out-of-sight somewhere beneath her mane.

Under different circumstance, one might have considered it beautiful, if not excessive. It was almost as if it was trying very hard to compensate for something. However standing with her leg raised above Fluttershy, the female changeling was but a visage of death. She wondered if she had already been struck down when a piercing screech split the air.

"What now?" it muttered in annoyance, not even phased by a sudden aerial attack. Fluttershy had to open her eyes and look back up at the she-changeling between raised hooves to see what had happened. She was begin assaulted by... birds? They were squawking madly, pecking and scratching at the changeling's eyes.

Suddenly, the room was filled with Fluttershy's furry entourage. Mice, squirrels, badgers, foxes; every kind of woodland animal assaulted the tall changeling from every conceivable angle. All except a lone bunny.

Angel hopped onto Fluttershy's head, a carrot held high and waving around as if he was directing an orchestra. The tall changeling did not look impressed.

Fluttershy heard a popping sound next to her, followed by a warm, wet feeling on her leg. She looked down only to recoil in horror. Staining the floor was what looked like the remnants of a burst water-balloon. The kind of thing Pinkie Pie would use in her pranks. Except this one must have been full of...

Blood. Bits of bones were wedged into the wooden floor while small feathers floated lazily into the stain that used to be a bird. Strength was certainly not what the changeling was compensating for. The pegasus never gave a thought as to exactly what the tall changeling had just done as she jumped to her hooves with a deep frown on her face.

"How _DARE_ you?!" Fluttershy yelled as she charged forward, "Listen here-" _Crack_! She careened into the far wall, her cheek swelling up rapidly from the savage blow. Her vision swam as a brilliant fireworks display played out behind her eyes while her ears rang.

With her face against the wall, Fluttershy could not see what was happening behind her but she feared the worst. Anxiously, she tried to shake the stars from her view and rubbed her ears. But by the time she turned around, her senses finally returned, the room had a fresh coat of red. And it reeked. The pegasus' eyes widened, her pupils shrinking as she took in the carnage. She had only just begun to realize the extent of the massacre before her attention landed on her favorite pet bunny.

Angel was backing up to her slowly, the carrot wobbling in his paws as he looked left, then right; looking for what Fluttershy hoped was an escape route. She tried to stand but her legs cramped immediately and she tripped, her head landing just behind the white bunny.

"Run Angel, get to safety!" she pleaded, but the stubborn lagomorph refused to leave her. Opening his mouth in a silent battle cry, carrot held high in defiance, Angel broke into a blind rush at his comparatively gigantic. In the blink of an eye, the tall changeling's hoof came down, and something in Fluttershy's mind broke. She froze, her expression blank.

"If you ever do that again, Seven, I will end you." Fluttershy heard the words, but did not process them.

"Please, I'm begging you! I need this!" Seven, as he was call, was groveling - his hooves quickly unwrapping themselves from the silver-maned changeling's leg as its eyes narrowed.

"Have you been compromised, Seven?" it asked.

"What? No! Of course not. Why would you ask such a-"

"You have, haven't you?"

"No, I... You don't..." Seven began to take shorter, more rapid breaths. "This one is different Priscilla. Leave her to me, the Queen will never know!"

Priscilla turned and walked slowly to the door, Seven following her with a relieved sigh. She stopped abruptly as she reached the opening, the door still ajar since... Fluttershy could not remember when it had been opened. Seven almost face-planted into her back leg. The taller changeling snorted in annoyance, eyeing a minute speck of blood on one of her wings.

"Tch. Now I'll have to get those incompetent colts to redo the whole thing." She threw her head back, the bells jingling pleasantly as the flowing locks fell into place behind her once more. The sound was almost hypnotic in an eerily beautiful way. "You want her that badly, do you?" Priscilla asked in an eerily disturbing tone.

"Yes, more than anythi-... Yes," Seven answered nervously.

The tall changeling whipped around suddenly, her eyes flaring a ghostly green as she caught her smaller protégé in her gaze.

"Then go to her - quickly!" Priscilla hissed. Seven went rigid, then limp. A few moments later he turned slowly, green flame whipping around him. Fluttershy looked up for the first time since she had frozen. The blank expression remained.

"Bubbles! C'mere Bubbles," she said in a strangely calm voice. She sat up and spread her fore-legs toward the doe, "Mommy will protect you from the bad bug lady." The disguised changeling bolted toward the cooing pegasus, diving right into her waiting hug.

"There, there. It's going to be alright now, momma's here for you," Fluttershy murmured. Her blank gaze was fixed on the remains of her closest friend as she stroked the creature. "I won't let anything happen to you ever again," she whispered. A trail of blood had begun to trickle its way down from the corner of her muzzle.

"Mommy... has a tummy ache right now... but that's okay," Fluttershy continued obliviously, her voice becoming quieter as she went on. She looked down at the bundle in her hooves, unable to see the black carapace, green chitin and insect wings that had re-emerged; or the jagged horn buried in her abdomen as the thing jerked about in a fit of spasms - each more intense than the previous.

"Hmph, I should have done that from the start," Priscilla commented before taking off into the night sky. Fluttershy's senses had fled her. All that remained was the scent of death.

_I see... That PRUDE!_


	4. 3: And Darkness Takes Her

**Chapter 3 - And Darkness Takes Her**

Fluttershy flew out of the bed - horizontally. Her hoof caught the nightstand, producing a loud clatter as the few dishes spilled their contents when they hit the floor along with the pegasus herself. She made several squeaky 'ouch' noises as she rubbed her fresh bruises. Painful awakenings were becoming much too common for her liking.

The nightmares had reached a new pinnacle in horribleness. Was it normal to be able to smell and taste things in a dream? The lingering sour, coppery flavor of blood and bile would not soon be forgotten and Fluttershy was beginning to suspect that there was something more to it all. But the ramifications sent her spiraling down her favorite bunny hole - denial. No, there was no way any of what she had experienced in her sleeping hours could be real; ever! And nopony was going to convince her otherwise. It was the dehydration, or fever, or… something- anything else - just... not _that_.

Wiping the moist pre-tears from her eyes the winged mare stood up shakily, but feeling much stronger than before. Her fever had broken. A lingering ache remained in her limbs and she was just beginning to realize the extent of the weight-loss from prolonged starvation. A little more and her ribs would have been plainly visible. If there were a mirror around, she would have been able to confirm her suspicions that her face fared no better. The almost constant grumbling in her stomach just added insult to injury.

Fluttershy looked at the mess on the floor, not quite realizing how lucky she had been to avoid getting skewered by the cutlery that had accompanied the bowls. A veritable mountain of tossed salad lay scattered about, half drenched by water. She took a whiff. Or was it tea? She poked a hoof into the largest puddle and tasted it. Cold tea. Again. This time, however, it was probably her fault. Jute did say he was going to make breakfast, she remembered. The orange rays of a late afternoon sunset suggested that the meal had been sitting there for quite some time while she slept.

The pegasus pouted at the greens as her stomach made an especially loud protest. She half expected Jute to come running in, brandishing a soup ladle to fend off whatever monster could make such a sound. Floor food never looked so appetizing. She dug in earnestly, utensils be damned. A thought occurred to Fluttershy as she paused to chew a particularly large mouthful, unable to swallow it whole; she had not heard any noises coming from the other room.

"Doot," she called quietly, her jaws still working the large green mash into a more manageable wad. After a few moments and a swallow she tried again, not much louder, "Jute?" There was no answer. "Cashmere?" she called half-heartedly in a quieter tone. Fluttershy absently stuffed another hoof-full of greens into her muzzle, completely ignoring the earthen taste, and padded into the only other room.

The room was much smaller. A pantry just about filled one wall all by itself. The other side was occupied by a large wooden block that served as a counter-top. A shovel, caked in dried mud and grime, was leaning against it. An odd place for such a thing, but there it was. At the far end a few glowing embers winked at her from a small fireplace. There was a large pot suspended over it. The floor in that section of the cottage was made of stone instead of wood. Made sense; a burning house was never conducive to good health. Or at least, it would have made sense if the stone was not covered in really old hay.

Neither sibling appeared to be home. Fluttershy tried the door beside the counter. A brief spate of panic hit her when it did not budge. After a few more anxious attempts she noticed the strange, hoof-shaped metal plate built into the wooden door. She cautiously poked at it. There was a click and the door lazily swung open.

A cold breeze blew past the pegasus as she peered out at the rich vegetation surrounding a worn path that snaked its way toward a distant cluster of buildings. She saw a rather large and quite rusty hoof-pump. But it was what looked like a nearby outhouse that caught her attention. Suddenly the pegasus remembered she had a bladder. It screamed at her, tea and water wanting out very badly.

With a slight shiver, Fluttershy strode back inside only to return a moment later swaddled in one of the bed-sheets. Her muzzle was full again and she chewed frenziedly as she trotted to the outdoor toilet. In another few minutes she was walking down the path with an exaggerated look of contentment on her face.

A great crested flycatcher with particularly uniform red feathers landed on Fluttershy's back with a loud, jarring squawk. The winged mare gasped in delight upon seeing a familiar beak.

"Why, hello there Mr. Bird! I am so glad to see you," Fluttershy cooed and nuzzled him. The bird squawked back happily; a noise that would normally have caused her to cringe, Fluttershy found comforting. "It's so scary being out here all alone. A-and I miss home so much. Oh, if only I knew which way was home. At least then-" she stopped in mid-sentence as the flycatcher took off into the air again. It circled a few times then returned, hovering before the pegasus and making various squawking noises while tugging at her pink mane. He seemed to be drawing her toward a very dense tree-line in the distance. Fluttershy recognized the wild and untamed foliage of the Everfree Forest.

"Oh my," she began, suddenly feeling her own frailty in full once more. Though the fever had broken, dehydration and malnutrition had not been very forgiving. It would be a few more meals yet before she had the strength to make any kind of journey. "I'm very grateful for the offer Mr. Bird, b-but I, um... it would be terribly mean of me to leave without thanking a new friend for her help. If you're still around tomorrow, maybe then we could... well... um, that is... if you don't mind?"

The flycatcher made a few loops in the air as it squawked happily and flew off. Fluttershy waved, the smile slowly dying on her lips. A new friend... . She felt strong enough to take a look around at least. Fresh air helped the healing process just as resting did, she justified to herself before walking off - slowly.

Rounding a bend, Fluttershy was met with her first semblance of pony society in a week, though she found it rather... lacking. Standing on the mud path that had been worn into existence by constant travel, she could see the entire hamlet; all seven of the structures that made up this patch of civilization. The houses were of simple, unpainted wooden construction with thatched roofs. The only uniform feature was the same frosted glass windows that she had noticed in Cashmere's room.

The late afternoon sunlight shimmered off a stream visible from the top of the gentle slope; reflecting on the buildings along the path and making their dull exteriors seem to glow. One of the houses she passed had a well-kept garden, with rows of flowers and vegetables neatly arranged; even decorated with small, smooth stones collected from the stream. The other smaller cottage also had a garden, but it seems that the owner had either given up on it, or had suddenly gone away on a long trip. The rows of flower beds were well arranged, but the plants there had all withered and died from neglect. This scene was also repeated at the house next to it, rows and rows of withered plants interrupted by an over growth of weeds. The last two buildings were what had to be the general store and a mill.

The mill stood on the other side of the stream and was the largest building in the hamlet. It seemed to tower over the other structures despite being only four stories tall. Even the materials chosen for this structure seemed different from the others. They were darker and larger. Its massive fabric-covered sails were not turning in the wind however. The one closet to the ground was tethered to a large stake with rope.

The General store was also different from the other buildings. Rather than a thatched roof, it had a flat wooden one that seemed to be held in place with several large stones placed at intervals along its surface. It also did not have the familiar frosted windows; large shutters covered the window spaces with slits cut into them for ventilation. Fluttershy strode up to the rickety-looking building and timidly pushed through the Appaloosa-style saloon doors. She breathed a sigh of relief as she noticed it was empty.

"Be right wit' ya," came a muffled greeting, causing the pegasus to jump into the air with a squeak. She hovered in place, ready to bolt at the first sign of danger until an elderly earth pony stepped out of a back room.

He had a speckled coat that looked like it was having a hard time figuring out if it wanted to be chartreuse or some shade of pond scum… really _old_ pond scum. His mane and tail, however, were grey through and through; no indecision there. Then there were his eyes. The pegasus had a hard time deciding if they were just naturally grey, or if it was a very bad case of cataracts.

"Well now, wut have we here?" The old buck tugged on his grayed goatee thoughtfully. "It's not every day we get new faces 'round these parts. Matter-o-fact... haven't seen one in years!"

Fluttershy tried to put on a smile, half hidden behind her mane, as she fluttered back to the floor a few feet from the countered.

"A shy wee thing, aincha? An' wouldn't yah lookit me, forgettin' me manners I am," the buck paused to brush off a blue apron he was wearing before extending a hoof over the counter, "Watermark's t' name, pleased t' make yer acquaintance!"

"H-hello, mflrfshsh..." Fluttershy mumbled as she folded her wings and looked at the floor, tracing circles with one hoof.

"Apologies m' dear, you'll have t' speak up. Me ears ain't wut t'ey used t' be.

"I'm flrsh," the pegasus tried again.

"Tell ya' wut lass. I'll call yah Shy Beauty an' be done wit' it," Fluttershy blushed and shrunk into a sitting position, "So wut can tis ol' buck do fer yah?" Watermark asked as he pulled out a pipe, tapped it on the counter a few times and started to jam bits of dark brown stuff into the larger end. His friendly demeanor was infectious and soon the pegasus found herself relaxing a bit more. But as quickly as it had come, the reprieve was interrupted by a new concern and her eyes widened a bit as she remembered why she had left the house in the first place.

"Um, have you, um... is Cashmere here?"

"Cashy? Well now, haven't seen t' lass fer about a week now! If yah manage t' find 'er, do me a favor? Tell 'er t'ese shelves don't pack t'emselves."

Fluttershy gave the older stallion a confused look.

"Me back ain't wut it used t' be," Watermark explained as he lit the pipe and took a few puffs.

"No, it's not... um... well... h-have you seen Jute then?"

"Now t'ere's a muzzle I haven't seen fer a woile. 'Bout t'ree weeks or so. Figured 'e was workin' overtime at t' mill until I noticed it wasn't turnin' no more. Was worried 'e might've come down with somet'in' terrible. Yah seen 'im did yah? Did 'e look well t' yah?"

Fluttershy was frowning. She opened her mouth to reply but drew a blank.

"Timeberwolf got yer tongue, lass?"

"He's... um... fine. I guess."

"Well alrighty t'en! T'at wasn't so hard, now was it?" Fluttershy nodded slowly. "Have yah troid t'eir cottage up t' pat' o'er yonder?"

The pegasus shook her head, "I just came from there."

"Hmmm, well I suppose y' could try t' mill. Maybe Jute's finally gotten off 'is flarnk an' gone back t' work." Fluttershy suddenly felt stoic about the whole situation. It was still puzzling, but in that moment it simply did not matter as much. "It's down t'at way o'er yander."

Mumbling her thanks, Fluttershy set off in the direction that the old buck indicated. Something did not quite add up. Cashmere was absent in the morning when Fluttershy woke up. Jute said she went back to work. Watermark said she did not show up.

'Could something bad have happened to her?' the pegasus began to wonder. Her mind started to jump to conclusions and a growing paranoia slowly crept in. After all, if something bad happened to Cashmere in broad daylight, what was to stop the same fate from befalling anypony else? Or... everypony else!

_They're coming for you..._

'But what could this bad thing be? Creatures from the Everfree Forest? Some crazy pony out to get everypony else? And what would the pony do with the ponies they got?'

Fluttershy gasped as a more profound thought hit her. 'What if Nightmare Moon is back?! Why... she could be doing all sorts of mean things to the poor ponies in this village, and nopony would ever know!'

Just as the pegasus began to contemplate running to fetch her friends, still weak as she was, she caught herself absent-mindedly hugging the wall of somepony's cottage as she was making her way toward the mill. Rubbing against the wood was making a hissing noise as she moved and she immediately stopped, blinking a few times in an attempt to clear her head.

"Pssst!"

There it was again. Strange. The hissing noise was coming from nearby.

"Pssst! Hey!" an urgent whisper followed this time.

Fluttershy's paranoia escalated quickly as she looked around frantically for the source. There! A dirty mint-colored hoof beckoned her from the corner of the next cottage. The rest of the pony attached to it was completely hidden.

"Over here!" the whisper urged.

Fluttershy squeaked. Was this how the crazy pony got her victims?

"N-n-no! You come over here!" the pegasus whispered back.

"Wh... what?" A unicorn mare's head poked around the corner. The white's of her eyes had turned pinkish and dark rings hung heavily beneath them. Fluttershy could not believe her own audacity as she waved the possibly-deranged unicorn over, heavily counting on her being unwilling to step into the open. The bloodshot eyes darted about a few times before the lilac-maned unicorn disappeared entirely.

Fluttershy breathed a sigh of relief. Bad ponies did not try things with so many other ponies... around? The road was empty. Her head whipped back and forth searching desperately for another (possibly) friendly face. Even strangers seemed friendly to her after seeing that deranged-looking...

_Boo!_

"Hey," a hoof tap on the pegasus' shoulder accompanied the voice coming from right behind her.

"Eep!" the pegasus thrust into the air on a wing stroke that would have made Rainbow Dash proud - and hit the eaves of the cottage she was standing under. She crumpled to the ground, rubbing the growing bump on her head.

_Hehehe..._

"T-t-that's not f-funny," Fluttershy squeaked out. The grimy unicorn looked at her appraisingly while still keeping an eye out for... something. A bath was high on the list of things this unicorn needed. Scratch that. The full treatment was in order for this poor thing. 'The usual'. At the spa. Rarity...

"Didn't mean to scare you," the mare began, but stopped to glance around again before continuing, "It's not safe here, we're too exposed."

"E-e-exposed to w-w-what?" the pegasus stuttered.

"You know," more glancing around, "_them_!"

"Them?"

"Shhhhhh! Keep your voice down, they have eyes and ears everywhere."

"T-t-they?" Fluttershy had begun to creep backward slowly as the unicorn stepped closer and closer.

"You're starting to sound like one of _them_. You aren't one of them are you?" The unicorn's face was inches away from Fluttershy's, causing the winged mare to gulp and cower in the blanket she was still wrapped in.

"No?" Fluttershy squeaked.

"Yeah, you're not one of them. If you were one of them you'd be trying to take my skin." The unicorn made the statement so matter-of-factly that Fluttershy found herself trying to decide if she was crazy, or speaking from experience. She shook her head. Why was she even considering this?

The unicorn had never stopped scanning her surroundings as she spoke, but now she began to scratch at her neck. She turned and sat with her back to the cottage wall. Her cutie mark looked like a swarm of angry... question marks.

"I've never seen you around here before. That makes you new - makes you a target."

"Nu," Fluttershy peeped. The longer she remained near the grimy mare, the more paranoid she felt. "H-how do you know all of this?"

The unicorn's horn glowed and a clipboard floated down from… somewhere. The pegasus looked up at the edge of the roof as if it might reveal exactly what had just happened, but the unicorn had other plans. She reached out a hoof and literally pulled Fluttershy's attention down to a rough scrawling that was supposed to represent a map of the town. Names were written above what she assumed were houses. A few had crosses drawn through them. All had at least one piece of colored thread tacked into the clipboard, connecting to some other location on the map. The strangest part of the picture however, was the overly large drawing of the moon that sat above everything else.

"Are you laughing at me?" the unicorn asked with an edge in her voice. But before Fluttershy could respond she found herself embroiled in a continuation of the mare's disturbing revelations. She kept going on about things that made no sense to Fluttershy; moon creatures, Nightmare Moon, stealing skin - none of it having any apparent connection to anything else. Yet, every now and again she would break for a moment to look around, adding to the already overly paranoid feeling that Fluttershy felt crawling beneath her coat.

"I don't-" the pegasus began, only to be cut off by a harsh hissing 'shhh' as the unicorn covered her yellow muzzle and more looking around.

"Keep your voice down!" the unicorn whispered urgently as she let go of Fluttershy's face.

"I don't understand," the pegasus whispered, "What is all of this about?"

"Can't you tell? Oh right, you're new here. It started a few months back. Ponies began acting strange," the grimy mare replied.

"Strange?"

"Not the same. Quiet ones started talking more. Reclusive ones began coming out. Little things like that. A week later, the place just wasn't the same no more. That was when somepony went missing."

"M-m-missing?"

"Shhhhhh! Never found 'er. After that, things got real quiet. Less ponies on the roads. Folks only coming out for essentials an' such." The itch on the unicorn's neck only seemed to get worse as she scratched it. "I've been watchin' the store to see who comes out for food. Ponies gotta eat right? Well... if they're still ponies anyways. Most recently I noticed Cashmere stopped coming. Before her, it was Jute. Sure, they live together and all, cute couple too, but Jute always brings the new fabrics from the mill to trade."

"D-did you say... couple?"

"Yeah, why?"

"Cashmere told me Jute was her-"

"You seen Cashmere?!"

"Um... well... ... Yes?"

"What did she look like? Did they get her skin?!"

"Hey!" a voice shouted. It came from the direction of the mill.

Both ponies looked around to see the Cashmere's tan form trotting toward them at a decent clip, stuffed saddlebags bouncing. The grimy unicorn's eyes widened and she immediately got to her feet.

"You'd best leave this place, it isn't safe here," the unicorn whispered hurriedly as she slinked back around the opposite corner.

"But she-" Fluttershy began to protest.

"_Forever_!" And she was gone.

"That's right! You go on and get!" Cashmere shouted after the grimy unicorn when she had pulled up next to Fluttershy. She turned back to the pegasus with a look of concern, "She didn't hurt you or anything, did she?"

The intense paranoia subsided quickly and Fluttershy found herself aghast at how differently she seemed to act around other ponies. Normally strangers would make her very nervous and she would do her best to avoid them. Certainly not engage in a conversation. And yet the last two encounters were... different. Not different like when she was trying to learn to be assertive, just… different. It bothered her.

"N-no, I'm-"

"And don't you come back this time!" Cashmere shouted around the corner, not hearing the pegasus' tiny voice. She returned with a scowl on her face. "Hey, listen. Don't talk to that mare. She's crazy," the unicorn said adamantly, "You saw how strange and twitchy she was right? Can't be up to any good that one." Fluttershy nodded just to appease Cashmere's stern mood. It worked. Or maybe it was the way the pegasus' expression said "please don't hurt me." In any case, the next words out of her sounded deeply concerned.

"You don't look so good; are you sure you should be up and about so soon, mysterious guest?"

"I, um... well... when I woke up there was no one around, so I thought-"

"Ugh," Cashmere pulled a hoof over her face and shook her head, "Jute you silly colt," she mutter. "I told him he'd left too early. I was on my way over right this moment actually. I'm sorry to scare you like that."

"It's... fine," Fluttershy mumbled.

"C'mon," Cashmere beckoned as she began to walk up the path back to her cottage, "Let's go get you back into bed. That blanket won't stand a chance when it gets colder in a few hours."

Fluttershy hesitated, looking back toward the mill.

"Don't worry about Jute," Cashmere said with a grin, "I just checked up on him, he'll be working pretty late tonight."

Fluttershy trotted forward a bit to catch up before falling into the easy walk behind Cashmere. "Oh, does he have to catch up on his work?"

"Huh?"

"Um, mister Watermark said that he hasn't seen the mill used for a few weeks."

"Oh yeah, Jute's catching up alright. The fabrics he spins are Withersvale's only export so... it would be pretty bad if that stopped for too long."

Fluttershy just nodded. She felt like she was forgetting something. Something she wanted to ask, but Cashmere kept on going. "We used to have some very nice sheep around here once. But with the unpredictable weather coming off of Everfree and everything they decided to move on to nicer places. After sheering, their bare skin left them at the mercy of the cold nights you see."

"You sound sad," Fluttershy pointed out.

"Yeah," she forced a laugh, "I always get a bit down when I think about those days. I used to make some great stuff out of that wool. Now poor Jute has to do twice the work to make up for it and I have to work at the store..." she trailed off.

"Oh, I just remembered. But, um..."

"Well come on then, spit it out," Cashmere prompted, good-naturedly.

"Um, well you see, Watermark asked me to tell you that he needs you back work as soon as you can."

"Oh." There was a moment of silence as the unicorn seemed to mull something over. "Yeah, thanks. Hey, did you have anything to eat?" she asked, quickly changing the subject.

"Kinda?"

Cashmere giggled. "You're a strange one, mysterious guest."

"Fluttershy."

"What?"

"Oh, um, you see, that's my name."

Cashmere reached over and rubbed the pegasus on the shoulder, "And a beautiful name at that," she complimented with a smile. Fluttershy veered further away in discomfort. Friends or not, the unicorn's touch still made her uneasy, and she still was not sure how she felt about Cashmere's 'overly-friendly' gestures.

The unicorn's ears splayed back as her smile took a morose turn. She decided to change the subject again. "So, did you and Jute get along this morning?" Fluttershy found herself blushing as she recalled the rather awkward introductions. Cashmere took notice and ran with it. "Ooooh, now you've got me all curious!"

Fluttershy's eyes widened as she picked up on the unicorn's misinterpretation. "Oh, no, no, no. T-t-that was... I mean... doh!" she squeaked.

Cashmere laughed heartily, "If you were a filly's doll I'd take you everywhere!"

While the pegasus was trying to decide if Cashmere's comment was a compliment or just plain creepy, they had reached the cottage and the unicorn smirked at the yawning front door. She looked back at Fluttershy with a raised eyebrow, only to throw the poor pegasus into further embarrassment. "S-s-sorry."

"Aw, don't worry about it. I doubt anypony around here would resort to petty theft." She snorted before adding, "Not that I've got anything to steal in here anyway." Cashmere floated the saddlebags over to the wooden counter as they entered the kitchen. "Go on and get comfy, I'll throw together some dinner."

Fluttershy hung her head for a moment. "Um, Cashmere? Thank you... for everything."

The unicorn grinned, "It's my pleasure luv, believe me."

* * *

The mares sat on the soft mattress eating a variety of boiled ground provisions. Neither cared that the meal was particularly bland in its lack of seasoning. The unicorn said she was used to it, but Fluttershy would have eaten just about anything by the time Cashmere remembered to check the pot. Luckily, it was a little harder to burn boiled food.

Cashmere began telling Fluttershy the history of the hamlet. Who is related to whom, what year a certain family arrived, who bought the most candy from the general store and other completely random tidbits about the ponies that lived there. It seemed as though she really enjoyed having someone to talk to, regardless of the subject. She asked several times for Fluttershy to tell her story, but after an awkward silence she would just continue with the spontaneous history lesson.

After the section on the fundamentals of cloth making, Cashmere's demeanor and tone changed to almost mischievous. "Jute kept going on about how he made you cry," she said. At Fluttershy's confused look she elaborated, "He said that when he told you the story about finding you it left you upset."

"Oh, that. It's just…"

The unicorn moved closer to the pegasus, just close enough that she could whisper to her. Fluttershy's reaction to her first advance was still fresh in her mind and she did not want to make her guest uneasy.

"Jute is really sorry about that. Real good at spinning cloth, but he's got a lot to learn about a mare's feelings."

Fluttershy shook her head, "It's okay, I'm not upset anymore."

Cashmere gave the pegasus a 'pat' on the back with enough force to almost dislodge her from her place on the bed, "Ah! Great, we were worried about you there for a bit." Fluttershy shrank at the attention and hoped that Cashmere would return to one of her long winded talks about her home, or her curtains; _anything_ that didn't involve patting, rubbing, poking or any other form of physical contact.

"I get the feeling that you have some problems where you are from. You know, if you wanted to stay here a little longer… you could. I could help you get set up!" Cashmere gave a full mouth grin at the prospect and attempted to make her feel more comfortable with the idea, "Yea Shy, I can call you Shy right? Well you can stay here with Jute and me, until you get back on your own hooves. There should not be a problem with work; we don't have a weather pony. One would be worth her weight in bits with the kind of weather we get around here!"

Fluttershy just stared at her dinner plate, poking the scraps around until Cashmere again broke the silence, "…and then there is Jute."

"Jute?" the pegasus queried.

"Yea… you know, my brother?"

"Oh…" Fluttershy murmured with a little blush. She didn't see Cashmere paying close attention to this as she did her best to look anywhere but in the unicorn's direction.

"Don't know what I'd do without my brother. I'd like to see him happy. I mean like… _really_ happy." Cashmere drew small circles in the bedding as she talked, "The last few days, he has been happier than I've seen him in a long time. He can be a real little colt sometimes, even though he is so… big."

Fluttershy turned away from the unicorn again, choosing to focus on the flame from the oil lamp and the moth that was attracted to it. As Cashmere continued to go on about her brother, the pegasus carefully batted at the moth, trying to chase it away from its enviable death.

"Jute has been nice to me," Fluttershy interjected when the unicorn at last paused for a breath, "And so have you Cashmere. I… I don't know how to thank you two. But…" She cringed as she heard the sizzle of the moth meeting its end.

"You really are a sweet little thing. Couldn't harm a fly, could you?" Cashmere mused as she got up from the bed and went over to the window, telekinetically pulling it shut. "At first I could not figure out why he was in this mood, but then it hit me."

Fluttershy looked disturbed as another moth started to fly around the lamp. Cashmere, seeing the moth comes over and gently wraps it in her magic and pulled close to her face. The pegasus' gaze followed just as she suspected.

"You Fluttershy. I think you have had an effect on Jute… and on me too, but him more so." Cashmere reopened the window and let the moth fly free. "Sometimes he gets this look about him. Like he'd go to any length to accomplish whatever it is he'd set his mind to; face down the Princesses themselves if it came to that.

"I remember the first time I saw that look," Cashmere continued as she sat back on the bed again and stared off absently, "We were playing in the forest, back before we knew any better; barely older than foals at the time. A timberwolf pup attacked. We ran, but I was younger and slower. We both knew I wouldn't get away, so Jute stood up to it. That was when I saw it.

"The whole time I was with Jute today, the only thing he would talk about was you. And the whole time he had that look in his eye. I sincerely believe there's nothing in this world he wouldn't do for you Fluttershy," Cashmere ended in a yawn.

The pegasus stared at the flame, blushing as she mulled over these new ideas. That any buck would take interest in her seemed so foreign. Yet… it was not an unwelcome notion. She had always been the quiet, obscure filly; keeping to herself as much as she could while all the other kids laughed and played. She had quietly observed the awkward beginnings of young relationships, but had always been too scared to even think of approaching a colt.

No. She had been content to live in the background, tending to her animals and quietly cheering on her friends – friend she would not have had but for a strange twist of fate. So why was it that now, out in the middle of nowhere, that she began to entertain such thoughts? The thought of having somepony that cared and looked out for her prompted all kinds of warm feelings. But… is that not what her friends did already?

As her gaze wandered around the cozy room she began to wonder what it would be like to live with another pony. To share every moment, all the good times… and the scary times with somepony that loved her as much… or perhaps more than she loved her woodland friends. More than that, to have a warm somepony to...

'Oh my,' Fluttershy thought to herself. Thinking such things for the first time, the pegasus found herself quite embarrassed in the privacy of her own head. The majority of her mind wanted to hide behind something for that very small other part generating these ideas, while at the same time there was a burning curiosity.

Fluttershy looked back at Cashmere, wondering if somehow she would read her thoughts and scold her for being such a naughty mare. But she was asleep. The pegasus mewed in disappointment. Deep down she had really been hoping that the sleeping unicorn really could read her thoughts, if only to answer all the uncomfortable questions that were beginning to crop up. The foremost of which was, why she constantly drifted back to daydreaming about Jute's awkward yet sincere smile; his broad shoulders and chiseled form; his powerful, rippling thighs and-

'And what is this infernal tingling?!' Fluttershy clapped her hooves over her mouth, not quite sure if she had actually said that out loud. She looked back at Cashmere again. The unicorn's chest rose and fell rhythmically. The pegasus breathed a sigh of relief and stood up on shaky legs, hobbling over to the lamp and dousing it.

Perhaps sleep would bring some answers.

* * *

If these were answers, Fluttershy was convinced that she may as well have asked a rock. Many different experiences in her life intertwined into a strange abstract, like one of those odd paintings that could be found in the Canterlot Art Gallery. Just when she thought it could not get any stranger, she noticed a half-lidded eye hovering just beside her. It looked like it might have belonged to her… if she had been born a hydra. The pupil was a mere slit with no iris, surrounded by a perfect sea of luminescent green.

The eye seemed to be staring at the odd paintings that represented the relatively bland events of Fluttershy's life, until it noticed her staring. It turned its gaze on the shaking pegasus, somehow seeming to laugh yet exude an air of adoration. Then it began to speak.

"Why?" The question seemed more like a thought forced into her foremost consciousness than a voice asking. Fluttershy looked around, hoping that the frightening apparition might be addressing somepony else – to no avail. "What is it about you that confuses me so…" it mused. "None of this would have happened had you just been like all the others."

Fluttershy just huddled behind her mane, trying hard to convince herself that this was all just a dream. Nothing could hurt anypony in their dreams… right?

"Why are you so infuriatingly _interesting_?!" the apparition bellowed in her head, its eye flaring wide in anger. The pegasus squeaked in fear. "Look at this boring life! There is nothing here, _nothing_! You have no reason to be this way; to be this _kind_. Explain this!"

Fluttershy was thankful that one could not relieve oneself in a dream.

"Do you have any idea how much I went through, how HARD I worked to be one of her favored?! AND NOW… now I am nothing. I should be dead- YOU should be dead. WHY?! Why are we still here? Why am I like this?! WHY ARE YOU SO COWARDLY?!"

The pegasus was on the verge of going into shock, or some kind of dream-like version of it, just as the apparition seemed to take on a much softer tone as it closed almost completely. The eye seemed sad, like there should have been tears coming from it though none did, yet still it projected that same adoration.

"Why? Why do I feel this way about a pony?"

* * *

The sky was clear and the sun shone brightly as Fluttershy strode out of the Everfree Forest toward her home, led by an entourage of birds practicing their Summer Sun Celebration performance as they flew. The pegasus could not help but smile as the melodies mixed together flawlessly. She would have to reward them all with extra feed as soon as she got settled back in. As she walked across a grassy field toward the bridge, a host of butterflies took flight. There were so many of them that her vision was obscured for a moment as they excitedly fluttered around her before dispersing once more. When she looked back at the bridge again she saw a familiar red stallion standing on it. He looked up at her and seemed to squint, then rubbed his eyes as if he could not believe what he was seeing.

Big Macintosh gasped in amazement, the stalk of grass he normally chewed falling out of his mouth, before breaking into a gallop. Fluttershy was confused at first, unsure why he would be so excited, but then it dawned on her; she had been gone for a week - everypony must have been looking for her! She flushed slightly and trotted forward to meet the large buck.

"There you are," Big Macintosh exclaimed as he got close enough. He seemed uncharacteristically energetic that day. "We were lookin' everywhere for yah!"

"Oh, I'm sorry…" Fluttershy began, but did not get much further.

"Fluttershy listen… there's something I need to tell y'all," the large earth pony interrupted, rubbing the back of his neck and looking away at first. But he shook his head with renewed resolve and put a hoof on her shoulder as he continued, "When you disappeared we were all so worried about you, but… for all that time we spent lookin' for yah I realized somethin'," he gulped. "I… I…" She placed a hoof on his lips, smiling calmly.

"Shhh, I know. I've known all along," Fluttershy said huskily. Big Macintosh just gaped at her for a moment before a smile slowly started to spread over his features. A few moments passed while he just stood there… lost in the moment perhaps, then Fluttershy got impatient.

"This is the part where you kiss me," she said in her most seductive tone.

Big Macintosh jumped, a bit surprised by her forward attitude at first, but quickly got over that and leaned in toward the pegasus, lips puckered as only a first-timer would. The ensuing kiss should have been magical… or at least that is what Fluttershy always imagined her first kiss would be like, but for some reason the inside of her dream-colt's mouth tasted like sweat and damp pony hair. She wrinkled her nose as she pulled back in confusion and opened her eyes… and found herself staring into Jute's deep blue eyes, his expression just as shocked and confused as hers. With a squeak she fell off the bed in a panicked jerk. She had no time to wonder if a normal morning was just too much to hope for before Jute hosed her down with a stream of apologies.

"I'm so, so sorry! I don't… I didn't… I'm such an idiot!" he berated himself and thumped the side of his own head as he got up and rushed over to the door. Fluttershy had taken cover beneath the bed, hoping that there would be a deep dark hole under there that she could fall into just to escape the situation. Making out with a stallion's neck in her sleep had to be THE most embarrassing thing she had ever experienced!

Jute had rounded the corner and sat down with his back to the wall as he continued his verbal diarrhea, "I-i-i-it was late a-a-and I was really, really tired and I completely forgot you were staying with us and I just… I fell asleep as soon as I- ugh! I'm such a moron! Why do I keep doing stupid things?" Fluttershy heard a thump, and then another as Jute attempted to break the wall with the back of his head.

"We didn't…" A new kind of panic struck the pegasus as her mind concocted all manner of embarrassing scenarios, all of which seemed to end with her in a maternity gown.

"What? Oh…" the orange stallion stopped abruptly and turned beet-red, "N-n-n-n-no! I mean… I don't think so? Not that I don't want to but- doh! I mean, that is to say…" Fluttershy joined him in the red department. She wondered if the situation could get any worse. Jute poked his head back in, "Um… did you want to?" Of course it could get worse!

"Jute," Fluttershy exclaimed quietly. He quickly pulled back into the kitchen.

"Right! Sorry, it's just… I mean I'm ashamed to say but you should know… I did wake up a little earlier, I didn't want to wake you, but I was also really panicked and I didn't know what to do, and then you started doing that… thing you did with my neck and-"

"Jute!"

"Sorry, sorry! Argh I'm so sorry, I… I need a cold bath, yup, that sounds like a really good idea right now!"

A door slammed while Fluttershy found herself trying to break the floor with her face.

* * *

Neither pony had said anything for the last thirty minutes. Empty breakfast dishes sat neglected as they stared in opposite directions. Occasionally one would open their mouth but just close it again.

Finally, after what seemed like an eternity to Fluttershy, Jute broke the deafening silence, "Um… are you… how are you feel- err, how is the fever?"

"F-fever…? Oh, _that_ fever. I think it's gone. In fact…" she cocked her head and donned a puzzled expression as her voice dropped to a mutter, "I feel fine."

"That's… good… isn't it?" Jute asked, looking at her for the first time in almost an hour.

"Um, yes…" she trailed off. It was always good to be better. But when she considered how bad she had been only a few days ago, such a full recovery so quickly…

"You must be very good at healing," Jute said in his best attempt at a compliment.

"Wh- what?" Fluttershy looked up, her eyes wide. Healing? Was that some kind of new magic?

"I mean… you were able to guide us to nursing you back to health so well… you must be good at healing others…?"

"Oh… oh! Yes, I suppose so. Whenever a little bird or mouse hurts itself I just couldn't bear to see them in pain, so I learned how to help them get better. It was just luck that my sickness has the same treatment for ponies as woodland animals," Fluttershy rambled on. Anything was better than the awful silence, being in that room with Jute made. "I'm not a real doctor or anything. In Ponyville I… I…" she trailed off, suddenly wracked by a new sickness; homesickness.

"Oh my," she blurted out as she got to her hooves with a start, "I um… I need to go." Jute balked at that. Perhaps it was the suddenness of it, or the awkward note on which she would be leaving after that morning's… incident, but Fluttershy noticed his distress and empathized. "I'm sorry Jute, I really wanted to tell both of you at the same time, that's why I waiting so long to say something. But I really need to get back home. There's no pony else that can tend to the animals for long and Angel gets so cranky when somepony else has to take care of-"

"Wait!" Jute blurted and jumped up to block the doorway as Fluttershy began to move toward it. "You mean… but… you're leaving? Just like that?" he asked incredulously.

"I know, it's so… so rude," the pegasus said, her eyes moistening as she imagined how badly it would hurt for somepony she was interested in to just get up and leave so suddenly, "And I really, really would like to repay your kindness someday, but…"

"That… but… after all I've done…" Jute mumbled, staring at the floor but not quite looking at it as his unfocused eyes darted around erratically. "I…" he looked up at her again, his own eyes moist, and dropped to his knees, "But I… love you."

The last words had been whispered, but Fluttershy heard them as if they had been shouted inches from her ear. She gasped ever so quietly and put a hoof over her mouth. After a few moments, she reached out with the same hoof as a tear rolled down her cheek. She felt completely awful for having to do what she did next.

"I'm sorry Jute but... I mean you're a very nice stallion and everything... but I can't…" she said in a wavering, guilt-ridden voice.

"Is it something I said?" he asked, his own voice equally drenched in emotion.

"N-no, oh nothing like that. It's... you see... I just… I really have to get back home. But, there's no reason you can't come-"

Jute's head fell forward with a heavy sigh, his gaze returning to the floor as a drop of wetness landed on the wood and immediately began to disappear. He shook his head as he stood back up slowly. "Well don't that just beat all," he said in disappointment. Or at least Fluttershy thought it was disappointment; she was not thinking very clearly with her chest hurting so much from the strong emotions.

When Jute suddenly lunged forward and knocked her down, the overwhelming confusion and physical hurt compounded with her already fragile emotional state and she completely froze up. But the dark-orange stallion did not stop there.

"What a giant waste of time," Jute muttered to himself as he disappeared into the kitchen area. Fluttershy heard a 'click' and a moment later he returned. The muscled stallion easily pinned Fluttershy to the floor, belly up, and grabbed her forelegs with his before she could instinctively raise them to her face. His breath was suddenly rancid as he practically breathed the words into her face, "You're going to love me, one way or another!"

_Fight._

By this point, tears were flowing freely down the sides of Fluttershy's face as she looked into Jute's pin-prick pupils in shock and fear; fear like she had never known before. Except in that dream…

"Why?" the pegasus choked out as she put up a miserably pathetic struggle. Jute suddenly froze, the slowly growing sickening grin disappearing entirely in favor of an open-mouthed, shocked expression. Fluttershy took the opportunity to wiggle out from beneath him and scuttle into a corner where she promptly curled up in a fetal position.

_Get up!_

"What am I…" Jute looked down at his upturned fore-hooves as he sat there on his knees in disbelief. "What am I doing?" He looked up at Fluttershy slowly, regarding the shaking pegasus with an odd expression when she peeked back. "Was I about to…?" he gasped loudly… then promptly broke into a fit of maniacal laughter. "Just kidding!" he sneered after composing himself a bit.

_GET UP!_

Fear finally combined with instinct to get Fluttershy into motion. She scrambled for the kitchen, flying clear over Jute's reached as he groped at the air just beneath her. She hit the door with all four hooves, doing more damage to herself as she fell to the floor. Immediately, she was back up, hysterically pushing the hoof-plate as she heard the dreaded clop of steps behind her. But the plate did not budge.

"Nice, huh?" came the newly terrifying voice from the bedroom doorway. "It's a magic lock. Worth every bit I spent on it," he said with that horrible grin. Fluttershy looked around the small room frantically, searching for a way out. The kitchen lacked any windows and the chimney was too narrow.

"Don't do this Jute, please!" Fluttershy begged, barely able to keep the tears from completely obstructing her vision as she wiped away the latest flood with the back of her hoof. The stallion just laughed.

_He's going to do it anyway._

Fluttershy made a dash for the open space in the doorway just about his head, but he deftly caught her tail between his teeth as she flew over, "Oh no!" he mumbled around a mouthful of pink, "Last thing I need is a loose flier wasting more of my time. I've waited too long for this!"

_Stop running and fight!_

Jute tossed Fluttershy across the room with a swift twist of his neck. She hit the headboard of the bed with an unhealthy cracking sound before she fell onto the soft mattress. Before she could recover from the temporary daze he was on her, pinning her down just as he had before.

_Fight him you worthless mare!_

"Playtime's over," he growled, groping at her face with one hoof while the other kept her's out of the way.

"Why are you doing this?" Fluttershy whimpered, wiggling her muzzle from side to side.

"Why, why, why! It's the same every time!" Every time? He had done this before? "Isn't it obvious? You have something I want, and I'm going to get it!" he snarled, finally gripping her muzzle and holding her head still. "Look at me," he commanded.

_I can help you._

Fluttershy just whimpered and sniffed, then tried to scream, "Cashmere! Watermark! Anypon-" Jute adjusted his grip and clamped her muzzle shut. He was laughing again.

"Cashmere?" Jute laughed, "Are you serious? You haven't figured it out yet?"

_Let me help you._

There was a flash of green and Fluttershy cracked an eyelid. She was being pinned by Cashmere. Both eyes flew open in shock as she stared up at the unicorn mare, grinning at her in that same sick way.

"Get it now?" Fluttershy just stared. "You ponies are so dense. It boggles the mind how you've thrived for so long," Cashmere drolled. "Even after all the mistakes I made trying this… _boring_ method of getting your love, you still didn't figure it out? Didn't you think it was odd that you never saw me and Jute at the same time? Do ponies keep muddy shovels in their kitchens where you're from? I suppose you don't even keep shovels around at all do you? No victims to bury and what-not," she finished with another cackling laugh.

"Oh, don't look so glum. If I didn't have to bury that thick dolt that night I would never have found you out there! Why… you could have _died_!" More laughter. "But you are a lucky one aren't you? After all, loving me will be so much better than dying," the grin somehow became even creepier, the corners of her mouth getting impossibly close to her ears, "Well, at least until you _die_." This time she giggled. She seemed to be enjoying her reality-defying grin so much that she refused to stop to laugh. "You see, I'm a bit of an impatient mare. I don't taking things slow like the others." Others? There were other monsters like her? "Unfortunately, for you, my methods tend to take their toll quite quickly."

_Ugh. A greedy one. I HATE greedy ones!_

"Jute lasted… hmmm… he was a bit longer than most," Cashmere mused to herself, "A week is a bit longer than usual. But," she was right back to grinning into Fluttershy's face, "He gave up right here, on this. Very. Bed!" She punctuated each word by pushing her muzzled closer and closer to Fluttershy's. By 'bed', their noses were touching, and Cashmere's eyes suddenly flared with a greenish fire.

The pegasus blinked a few times, still crying and whimpering, but now a little confused as well. Cashmere looked positively baffled.

"What the…" she trailed off. Her eyes flashed again and again. While Fluttershy found herself unable to look away from the dancing green flickers as they appeared and winked out, little else was happening – much to Cashmere's chagrin.

_She will kill you if she can't get you to love her._

"Why isn't this working? What's wrong with you?" She pulled back a bit and rubbed her eyes.

_Let me help you!_

Fluttershy squeaked in fear as Cashmere thrust her muzzle back into her face and let loose her green lightshow a few more times. The momentary distraction gave her time to summon up a little courage. It took everything she had to stop crying just for that moment and give Cashmere her best, most intense _stare_.

The unicorn reeled backward, falling off the bed but landing on her hooves. She stumbled back into a wall blinking furiously and sat down hard before shaking her head. "What the hell was that?!"

Fluttershy made a break for the window, but hit the stained glass - shoulder first - with a meaty thump. She immediately kicked off, flying to the opposite end of the room for another try. But just as she was about to give the window a flying apple-buck, a magical glow enveloped her, stopping her dead in the air.

"I have no idea what you just did, but if you're not going to give me what I need willingly," Cashmere snorted, "And you're going to just… _resist_ my hypnosis," with a twitch of her horn Fluttershy crashed to the floor, "Then you leave me no other choice!"

_Let me out and I'll make all of this go away, forever!_

"And here I was _so_ looking forward to spending time with you, dear Fluttershy…" Cashmere sighed as the shovel floated in from the kitchen, flakes of mud falling away as it moved through the air, "Such a waste… but we can't have you telling anypony about us, now can we?" The grin was back.

Then the screaming began.

* * *

Fluttershy gasped, coughing and spluttering as she tried to wipe muddy water and soggy mane out of her eyes. She was freezing, her head was throbbing and it felt like she had been stung repeatedly all over her body. Her eyes felt extremely irritated, as if she had gotten into a staring contest with somepony… while submerged in lemon juice.

It was raining heavily and large puddles had formed in the depressions of the loose earthen pathways throughout Withersvale. In the middle of one such puddle, one large and deep enough to pass for a foal's pool, was where the pegasus found herself. However, before she could contemplate the nature of her predicament, a much more disturbing realization hit her; there were... things floating in the murky water with her. Little lumps were visible above the surface of the water, like the tips of terribly ugly icebergs.

She prodded at one of the floaters and screamed hoarsely as it rolled over. Tendrils of blood snaked through the water, slowly oozing from the meaty end of a severed leg as it bobbed about before rolling back over and sinking into the deeper middle of the pool.

Fluttershy skittered backward out of the pool in horror, eyes wide with pin-prick pupils. She had just gotten onto her hooves, still backing up, when she tripped on something behind her and fell into yet another large puddle. She spat out a mouthful of earth-tasting water as she splash around trying to find where the pool ended, and solid ground began. More was the horror when she realized that it was the rest of the body her back hooves had found; horribly mangled, as if torn apart by a wild beast.

She screamed again - over and over into the uncaring downpour. But even as she did so, a more rational fear took hold. What if the thing that did this was still around? What if her screaming was just ringing the dinner bell for it? These and other less pertinent questions filled Fluttershy's mind as she got back to her hooves, her head darting back and forth as she searched for a place to run and hide.

Shock joined horror as she took in the state of the hamlet. The once quaint but beautiful cottages lay in various states of ruin. Roofs had collapsed. Most were blackened by what had to have been a raging fire. Any residents that had not died from the flames, smoke inhalation or falling debris, were lying still in the mud. A few mangled like the decapitated corpse she had shared a puddle with. Some were burnt so badly they were completely black. Or... were they? No. Ponies did not have wings like those. Crumpled and singed as they were, the wings bore no resemblance to those of a pegasus. And even at a distance, she could make out a dull green liquid seeping from their wounds.

Jarring images flashed before Fluttershy's eyes; ponies being torn in half, limbs being ripped off… but it was all wrong. Her perspective was too close to the carnage. A flash of dingy yellow and the images were gone. She pinched herself, unable to even squeak at the pain, as the paralyzing revelation that she was not dreaming set in. She looked around slowly, listening for any kind of noise that might suggest a lurking predator - then remembered she could fly.

After a few brisk flaps to get out the water weighing them down, Fluttershy spread her wings and took to the air, flying just above tree level. She was tempted to keep going; just fly away and forget the massacre behind her. Bury it in the pile with all the other disturbing things she had experienced in the past few days. But this was much too real. And it presented a possibility that she would not be able to ignore - what if those nightmares she had... were more than just bad dreams?

She caught sight of Cashmere's cottage and a swath of images flashed before her. Jute pawing roughly at her, trying to hold her down; Cashmere hurtling across the room, knocking the lantern off its hook as she slammed into the wall; bursting through the roof of a blazing cottage in a mid-flight struggle; slamming through the roof of another cottage; tearing and biting at something black and shiny; chasing after frightened ponies; running down others distracted with water buckets and fire; blood, ichor, innards...

The images flashed by in an instant, but were so overwhelming that the pegasus forgot to keep her wings moving and began to fall. She might have broken her neck if not for the shrill call of a flycatcher. The off-key screech cut through her confusion like a jagged knife. With a flourish of tan mud-soaked feathers, Fluttershy managed to slow down just enough to hit the wet slop of a road without damaging anything vital. She cried out wretchedly, straining her abused vocal cords - the dislocated shoulder was (extremely) painful, but she would live.

Unable to move without blinding pain, Fluttershy instead craned her neck to look at the red avian circling the nearest tree line. She noticed various animals peeking out from the between the thick foliage as well, many of whom she recognized. Her friend must have brought others.

Somehow, despite the pain, the pegasus managed a smile and tried to call out, "Mr. Bird," Fluttershy croaked. Her voice was a wreck. It felt like she had been abusing it in the worst possible way. But then, given her soft-spoken nature, it really did not take much.

The great crested flycatcher fluttered sporadically as if startled. It landed on a branch and gave out a long, sad call. Fluttershy did not know what to make of it at first. She reached out with her undamaged foreleg, as if she might actually be able to touch him despite the fifty meters that separated them.

"Wh- what?" she called quietly. With one final, mournful cry, the bird took off.

Confused, Fluttershy looked to the other animals, realizing with a shock that they had begun to withdraw back into the forest. She held out a hoof to the more familiar furry critters, only to get looks of fear and uncertainty before they shrunk back into the overgrowth.

Tears welled up in her eyes as suddenly the pegasus felt like she was in the Canterlot gardens once again. Except this time it was infinitely worse. Here it was long-time woodland friends that feared her, not some strange new unfamiliar critters.

An emotional vice clamped down on her heart as she wracked her brain trying to figure out what had happened. What could possibly estrange the only friends she had seen in a week, so much so that they refused to get any closer - or even stick around in a dire time of need.

With gritted teeth, she rolled over to look back at the burned cottages and massacred inhabitants. She screamed out hoarsely, clenching her eyes shut as her injured shoulder shifted too quickly. The images flashed by again - much more vivid this time. As if...

Fluttershy's eyes snapped open as she regarded each pony (and not-pony) corpse. "No..." she said in a raspy whisper, her voice quivering almost as bad as she was. She held up a hoof to her face. It was not just soiled by the mud, she finally realized. Beneath the wet earth, the normal color of her hooves was hidden by a much darker color; a mixture of crimson and green.

The distraught pegasus curled up into a fetal position, ignoring the intense protest from her shoulder, and broke down into shivering, whimpering sobs.

"Wh- what's happening to me?"


End file.
